PART I PRELIMINARY COMPANIES ACT -...

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PART I PRELIMINARY

COMPANIES ACT

PART I PRELIMINARYShort title.

1.

This Act may be cited as the Companies Act.*

*Notes:-The abbreviations used in the marginal references to other Acts are references to thefollowing Acts as amended: U.K.: U.K. 1948 c. 38. Aust.: Victoria No. 6839/1961.

Division into Parts.

2.

This Act is divided into Parts, Divisions and Subdivisions as follows:

Part II ... Administration of this Act sections 8-16.

Part III Constitution of Companiessections 17-42A

... Division 1 - Incorporation sections 17-22.

... Division 2 - Powers sections 23-42A.

Part IV Shares, Debentures andCharges sections 43-141

... Division 1 -Prospectuses sections 43-56.

Division 2 - Restrictions on allotment and commencementof business sections 57-62.

Division 3 - Shares sections 62A-78.

Division 3A-Reduction of Share Capital sections 78A-78K.

Division 4 - Substantial shareholdings sections 79-92.

Division 5 - Debentures sections 93-106.

Division 6 - Interests other than shares, debentures, etc.,sections 107-120.

Division 7 - Title and transfers sections 121-130.

Division 7A - Central Depository System - a book entry orscripless system for the transfer of securities sections130A-130P.

Division 8 - Registration of charges sections 131-141.

Part V Management andAdministration sections 142-198

... Division 1 - Office and name sections 142-144.

Division 2 - Directors and Officers sections 145-173.

Division 3 -Meetings and proceedings sections 174-189.

Division 4 -Register of members sections 190-196.

Division 5 - Annual return sections 197-198.

Part VI Accounts and Audit sections ... Division 1 - Accounts sections 199-204.


199-209B Division 2 - Audit sections 205-209B.

Part VII ... Arrangements, Reconstructions and Amalgamationssections 210-216B.

Part VIII ... Receivers and Managers sections 217-227.

Part VIIIA ... Judicial Management sections 227A-227X.

Part IX ... Investigations sections 228-246.

Part X Winding Up sections 247-354 ... Division 1 - Preliminary sections 247-252.

Division 2 - Winding up by Court sections 253-289.

Subdivision (1) General sections 253-262.

Subdivision (2) Liquidators sections 263-276.

Subdivision (3) Committees of inspection sections 277-278.

Subdivision (4) General powers of Court sections 279-289.

Division 3 - Voluntary winding up sections 290-312.

Subdivision (1) Introductory sections 290-293.

Subdivision (2) Provisions applicable only to members'voluntary winding up sections 294-295.

Subdivision (3) Provisions applicable only to creditors'voluntary winding up sections 296-299.

Subdivision (4) Provisions applicable to every voluntarywinding up sections 300-312.

Division 4 - Provisions applicable to every mode ofwinding up sections 313-349.

Subdivision (1) General sections 313-326.

Subdivision (2) Proof and ranking of claims sections 327-328.

Subdivision (3) Effect on other transactions sections 329-335.

Subdivision (4) Offences sections 336-342.

Subdivision (5) Dissolution sections 343-349.

Division 5-Winding up of unregistered companies sections350-354.


Part XI Various Types of Companies,etc., sections 355-386

... Division 1 - Investment companies sections 355-364.

Division 2 - Foreign companies sections 365-386.

Part XII General sections 387-411 ... Division 1 - Enforcement of this Act sections 387-399.

Division 2 - Offences sections 400-409A.

Division 3 - Miscellaneous sections 410-411.

Repeals.

3.

-(1) The written laws mentioned in the First Schedule to the extent to which they are thereinexpressed to be repealed or amended are hereby repealed or amended accordingly.

Transitory provisions.(2) Unless the contrary intention appears in this Act -

(a) all persons, things and circumstances appointed or created under any of the repealed oramended written laws or existing or continuing under any of such written laws immediately before29th December 1967 shall under and subject to this Act continue to have the same statusoperation and effect as they respectively would have had if such written laws had not been sorepealed or amended; and

(b) in particular and without affecting the generality of paragraph (a), such repeal shall notdisturb the continuity of status, operation or effect of any Order in Council, order, rule,regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution,direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit,call, forfeiture, minute, assignment, register, registration, transfer, list, licence,certificate, security, notice, compromise, arrangement, right, priority, liability, duty,obligation, proceeding, matter or thing made, done, effected, given, issued, passed, taken,validated, entered into, executed, lodged, accrued, incurred, existing, pending or acquiredunder any of such written laws before that date.

(3) Nothing in this Act shall affect the Table in any repealed written law corresponding toTable A in the Fourth Schedule or any part thereof (either as originally enacted or as alteredin pursuance of any statutory power) or the corresponding Table in any former written lawrelating to companies (either as originally enacted or as so altered) so far as the same appliesto any company existing on 29th December 1967.

(4) The provisions of this Act with respect to winding up other than the provisions ofSubdivision (5) of Division 4 of Part X shall not apply to any company or society of which thewinding up has commenced before 29th December 1967, but every such company or society shall bewound up in the same manner and with the same incidents as if this Act had not been passed andfor the purposes of the winding up the written laws under which the winding up commenced shallbe deemed to remain in full force.

Interpretation.

4.

-(1) In this Act, unless the contrary intention appears -

"accounting records" , in relation to a corporation, includes such working papers and otherdocuments as are necessary to explain the methods and calculations by which accounts of the


corporation are made up;

"Accounting Standards" means the Accounting Standards prescribed under section 200A (1) (a);

"accounts" means profit and loss accounts and balance-sheets and includes notes (other thanauditors' reports or directors' reports) attached or intended to be read with any of thoseprofit and loss accounts or balance-sheets;

"Act" includes any regulations;

"annual general meeting" , in relation to a company, means a meeting of the company required tobe held by section 175;

"annual return" means -

(a) in relation to a company having a share capital, the return required to be made by section197 (1); and

(b) in relation to a company not having a share capital, the return required to be made bysection 197 (5), and includes any document accompanying the return;

"approved liquidator" means-

(a) a person who falls within a class of persons declared as approved liquidators under section9 (1); or

(b) a person who has been approved under section 9 (2) as a liquidator and whose approval hasnot been revoked;

"articles" means articles of association;

"audit requirements" means the requirements of sections 201 (4) and (4A) and 207;

"Authority" means the Accounting and Corporate Regulatory Authority established under theAccounting and Corporate Regulatory Authority Act 2004;

"banking corporation" means a licensed bank under any written law relating to banking;

"books" includes any account, deed, writing or document and any other record of informationhowever compiled, recorded or stored whether in written or printed form or microfilm byelectronic process or otherwise;

"borrowing corporation" means a corporation that is or will be under a liability (whether or notsuch liability is present or future) to repay any money received or to be received by it inresponse to an invitation to the public to subscribe for or purchase debentures of thecorporation;

"branch register" means -

(a) in relation to a company -

(i) a branch register of members of the company kept in pursuance of section 196; or

(ii) a branch register of holders of debentures kept in pursuance of section 93, as the case may


require; and

(b) in relation to a foreign company, a branch register of members of the company kept inpursuance of section 379;

"business day" means any day other than a Saturday, Sunday or public holiday;

"certified" , in relation to a copy of a document, means certified in the prescribed manner tobe a true copy of the document and, in relation to a translation of a document, means certifiedin the prescribed manner to be a correct translation of the document into the English language;

"charge" includes a mortgage and any agreement to give or execute a charge or mortgage whetherupon demand or otherwise;

"company" means a company incorporated pursuant to this Act or pursuant to any correspondingprevious written law;

"company having a share capital" includes an unlimited company with a share capital;

"company limited by guarantee" means a company formed on the principle of having the liabilityof its members limited by the memorandum to such amount as the members may respectivelyundertake to contribute to the assets of the company in the event of its being wound up;

"company limited by shares" means a company formed on the principle of having the liability ofits members limited by the memorandum to the amount, if any, unpaid on the shares respectivelyheld by them;

"contributory" , in relation to a company, means a person liable to contribute to the assets ofthe company in the event of its being wound up, and includes the holder of fully paid shares inthe company and, prior to the final determination of the persons who are contributories,includes any person alleged to be a contributory;

"corporation" means any body corporate formed or incorporated or existing in Singapore oroutside Singapore and includes any foreign company but does not include -

(a) any body corporate that is incorporated in Singapore and is by notification of the Ministerin the Gazette declared to be a public authority or an instrumentality or agency of theGovernment or to be a body corporate which is not incorporated for commercial purposes;

(b) any corporation sole;

(c) any co-operative society;

(d) any registered trade union; or

(e) any limited liability partnership;

"Court" means the High Court or a judge thereof;

"corresponding previous written law" means any written law relating to companies which has beenat any time in force in Singapore and which corresponds with any provision in this Act;

"creditors' voluntary winding up" means a winding up under Division 3 of Part X, other than amembers' voluntary winding up;


"debenture" includes debenture stock, bonds, notes and any other securities of a corporationwhether constituting a charge on the assets of the corporation or not but does not include -

(a) a cheque, letter of credit, order for the payment of money or bill of exchange;

(b) subject to the regulations, a promissory note having a face value of not less than $100,000and having a maturity period of not more than 12 months;

(c) for the purposes of the application of this definition to a provision of this Act in respectof which any regulations made thereunder provide that the word "debenture" does not include aprescribed document or a document included in a prescribed class of documents, that document ora document included in that class of documents, as the case may be;

"default penalty" means a default penalty within the meaning of section 408;

"director" includes any person occupying the position of director of a corporation by whatevername called and includes a person in accordance with whose directions or instructions thedirectors of a corporation are accustomed to act and an alternate or substitute director;

"document" includes summons, order and other legal process, and notice and register;

"electronic communication" means communication transmitted (whether from one person to another,from one device to another, from a person to a device or from a device to a person) -

(a) by means of a telecommunication system; or

(b) by other means but while in an electronic form, such that it can (where particularconditions are met) be received in legible form or be made legible following receipt in non-legible form;

"emolument" , in relation to a director or auditor of a company, includes any fees, percentagesand other payments made (including the money value of any allowances or perquisites) orconsideration given, directly or indirectly, to the director or auditor by that company or by aholding company or a subsidiary of that company, whether made or given to him in his capacity asa director or auditor or otherwise in connection with the affairs of that company or of theholding company or the subsidiary;

"equity share" means any share which is not a preference share;

"exempt private company" means -

(a) a private company in the shares of which no beneficial interest is held directly orindirectly by any corporation and which has not more than 20 members; or

(b) any private company, being a private company that is wholly owned by the Government, whichthe Minister, in the national interest, declares by notification in the Gazette to be an exemptprivate company;

"expert" includes engineer, valuer, accountant and any other person whose profession orreputation gives authority to a statement made by him;

"filed" means filed under this Act or any corresponding previous written law;


"financial year" , in relation to any corporation, means the period in respect of which anyprofit and loss account of the corporation laid before it in general meeting is made up, whetherthat period is a year or not;

"foreign company" means -

(a) a company, corporation, society, association or other body incorporated outside Singapore;or

(b) an unincorporated society, association or other body which under the law of its place oforigin may sue or be sued, or hold property in the name of the secretary or other officer of thebody or association duly appointed for that purpose and which does not have its head office orprincipal place of business in Singapore;

"guarantor corporation" , in relation to a borrowing corporation, means a corporation that hasguaranteed or has agreed to guarantee the repayment of any money received or to be received bythe borrowing corporation in response to an invitation to the public to subscribe for orpurchase debentures of the borrowing corporation;

"liquidator" includes the Official Receiver when acting as the liquidator of a corporation;

"limited company" means a company limited by shares or by guarantee or, prior to the expiry ofthe period of two years as specified in section 17 (6), a company limited both by shares andguarantee;

"limited liability partnership" has the same meaning as in section 2 (1) of the LimitedLiability Partnerships Act 2005;

"listed corporation" means a corporation that has been admitted to the official list of asecurities exchange in Singapore and has not been removed from that official list;

"lodged" means lodged under this Act or any corresponding previous written law;

"manager" , in relation to a company, means the principal executive officer of the company forthe time being by whatever name called and whether or not he is a director;

"marketable securities" means debentures, funds, stocks, shares or bonds of any government or ofany local authority or of any corporation or society and includes any right or option in respectof shares in any corporation and units in a collective investment scheme within the meaning ofsection 2 of the Securities and Futures Act 2001;

"members' voluntary winding up" means a winding up under Division 3 of Part X, where adeclaration has been made and lodged in pursuance of section 293;

"memorandum" means memorandum of association;

"minimum subscription" , in relation to any shares offered to the public for subscription, meansthe amount stated in the prospectus relating to the offer in pursuance of paragraph 4 (a) of theFifth Schedule as the minimum amount which in the opinion of the directors must be raised by theissue of the shares so offered;

"office copy" , in relation to any Court order or other Court document, means a copyauthenticated under the hand or seal of the Registrar or other proper officer of the Court;


"officer" , in relation to a corporation, includes -

(a) any director or secretary of the corporation or a person employed in an executive capacityby the corporation;

(b) a receiver and manager of any part of the undertaking of the corporation appointed under apower contained in any instrument; and

(c) any liquidator of a company appointed in a voluntary winding up, but does not include -

(d) any receiver who is not also a manager;

(e) any receiver and manager appointed by the Court;

(f) any liquidator appointed by the Court or by the creditors; or

(g) a judicial manager appointed by the Court under Part VIIIA;

"Official Receiver" means the Official Assignee appointed under the Bankruptcy Act and includesthe deputy of any such Official Assignee and any person appointed as Assistant OfficialAssignee;

"preference share" , in relation to sections 5, 64 and 180, means a share, by whatever namecalled, which does not entitle the holder thereof to the right to vote at a general meeting(except in the circumstances specified in section 180 (2) (a), (b) and (c)) or to any right toparticipate beyond a specified amount in any distribution whether by way of dividend, or onredemption, in a winding up, or otherwise;

"prescribed" means prescribed under this Act or by the rules;

"prescribed person" means a person, or a person within a class of persons, prescribed by theMinister;

"principal register" , in relation to a company, means the register of members of the companykept in pursuance of section 190;

"printed" includes typewritten or lithographed or reproduced by any mechanical means;

"private company" means -

(a) any company which immediately prior to 29th December 1967 was a private company under theprovisions of the repealed written laws;

(b) any company incorporated as a private company by virtue of section 18; or

(c) any company converted into a private company pursuant to section 31 (1), being a companywhich has not ceased to be a private company under section 31 or 32;

"profit and loss account" includes income and expenditure account, revenue account or any otheraccount showing the results of the business of a corporation for a period;

"prospectus" means any prospectus, notice, circular, material, advertisement, publication orother document -


(a) inviting applications or offers from the public to subscribe for or purchase; or

(b) offering to the public for subscription or purchase, any shares in or debentures of, or anyunits of shares in or debentures of, a corporation or proposed corporation, and includes anydocument deemed to be a prospectus under section 256 or 257 of the Securities and Futures Act2001, but does not include -

(i) a profile statement; or

(ii) any material, advertisement or publication which is authorised by section 251 (other thansubsection (5)) of that Act;

"public accountant" means a person who is registered or deemed to be registered under theAccountants Act 2004 as a public accountant;

"public company" means a company other than a private company;

"registered" means registered under this Act or any corresponding previous enactment;

"Registrar" means the Registrar of Companies appointed under this Act and includes any Deputy orAssistant Registrar of Companies;

"regulations" means regulations made under this Act;

"related corporation" , in relation to a corporation, means a corporation that is deemed to berelated to the first-mentioned corporation by virtue of section 6;

"repealed written laws" means the written laws repealed by this Act;

"resolution for voluntary winding up" means the resolution referred to in section 290;

"Rules" means Rules of Court;

"share" means share in the share capital of a corporation and includes stock except where adistinction between stock and shares is expressed or implied;

"solicitor" means an advocate and solicitor of the Supreme Court;

"statutory meeting" means the meeting referred to in section 174;

"statutory report" means the report referred to in section 174;

"Table A" means Table A in the Fourth Schedule;

"telecommunication system" has the same meaning as in the Telecommunications Act (Cap.323);

"treasury share" means a share which -

(a) was (or is treated as having been) purchased by a company in circumstances in which section76H applies; and

(b) has been held by the company continuously since the treasury share was so purchased;

"unit" , in relation to a share, debenture or other interest, means any right or interest,


whether legal or equitable, in the share, debenture or other interest, by whatever name calledand includes any option to acquire any such right or interest in the share, debenture or otherinterest;

"unlimited company" means a company formed on the principle of having no limit placed on theliability of its members;

"voting share" , in relation to a body corporate, means an issued share in the body corporate,not being -

(a) a share to which, in no circumstances, is there attached a right to vote; or

(b) a share to which there is attached a right to vote only in one or more of the followingcircumstances:

(i) during a period in which a dividend (or part of a dividend) in respect of the share is inarrear;

(ii) upon a proposal to reduce the share capital of the body corporate;

(iii) upon a proposal that affects rights attached to the share;

(iv) upon a proposal to wind up the body corporate;

(v) upon a proposal for the disposal of the whole of the property, business and undertakings ofthe body corporate;

(vi) during the winding up of the body corporate.

Directors.

(2) For the purposes of this Act, a person shall not be regarded as a person in accordance withwhose directions or instructions the directors of a company are accustomed to act by reason onlythat the directors act on advice given by him in a professional capacity.

When statement untrue.

(3) For the purposes of this Act, a statement included in a statement in lieu of prospectusshall be deemed to be untrue if it is misleading in the form and context in which it isincluded.

When statement included in statement in lieu of prospectus

(4) For the purposes of this Act, a statement shall be deemed to be included in a statement inlieu of prospectus if it is contained in any report or memorandum appearing on the face thereofor by reference incorporated therein or issued therewith.

Invitation to lend money deemed invitation to purchase debentures.

(5) For the purposes of this Act, any invitation to the public to deposit money with or lendmoney to a corporation (other than a prescribed corporation referred to in section 239 (4) ofthe Securities and Futures Act 2001) shall be deemed to be an invitation to subscribe for orpurchase debentures of the corporation.


(5A) For the purposes of this Act, any document that is issued or intended or required to beissued by a corporation acknowledging or evidencing or constituting an acknowledgment of theindebtedness of the corporation in respect of any money that is or may be deposited with or lentto the corporation in response to such an invitation shall be deemed to be a debenture.

As to what constitutes an offer to the public.

(6) Deleted by Act 42/2001, wef 01/07/2002.

(7) Unless the contrary intention appears any reference in this Act to a person being orbecoming bankrupt or to a person assigning his estate for the benefit of his creditors or makingan arrangement with his creditors under any written law relating to bankruptcy or to a personbeing an undischarged bankrupt or to any status, condition, act, matter or thing under or inrelation to the law of bankruptcy shall be construed as including a reference to a person beingor becoming bankrupt or insolvent or to a person making any such assignment or arrangement or toa person being an undischarged bankrupt or insolvent or to the corresponding status, condition,act, matter or thing (as the case requires) under any written law relating to bankruptcy orinsolvency.

As to what constitutes affairs of a corporation.

(8) A reference in section 8A, 8C, 8D, 216, Part IX, section 254 (1) (f), 286, 287 or 402 to theaffairs of a corporation shall, unless the contrary intention appears, be construed as includinga reference to -

(a) the promotion, formation, membership, control, business, trading, transactions and dealings(whether alone or jointly with another person or other persons and including transactions anddealings as agent, bailee or trustee), property (whether held alone or jointly with anotherperson or other persons and including property held as agent, bailee or trustee), liabilities(including liabilities owed jointly with another person or other persons and liabilities astrustee), profits and other income, receipts, losses, outgoings and expenditure of thecorporation;

(b) in the case of a corporation (not being a trustee corporation) that is a trustee (butwithout limiting the generality of paragraph (a), matters concerned with the ascertainment ofthe identity of the persons who are beneficiaries under the trust, their rights under the trustand any payments that they have received, or are entitled to receive, under the terms of thetrust);

(c) the internal management and proceeding of the corporation;

(d) any act or thing done (including any contract made and any transaction entered into) by oron behalf of the corporation, or to or in relation to the corporation or its business orproperty, at a time when -

(i) a receiver, or a receiver and manager, is in possession of, or has control over, property ofthe corporation;

(ii) the corporation is under judicial management;

(iii) a compromise or arrangement made between the corporation and another person or otherpersons is being administered; or

(iv) the corporation is being wound up, and, without limiting the generality of the foregoing,


any conduct of such a receiver or such a receiver and manager, or such a judicial manager, ofany person administering such a compromise or arrangement or of any liquidator or provisionalliquidator of the corporation;

(e) the ownership of shares in, debentures of, and interests issued by, the corporation;

(f) the power of persons to exercise, or to control the exercise of, the rights to vote attachedto shares in the corporation or to dispose of, or to exercise control over the disposal of, suchshares;

(g) matters concerned with the ascertainment of the persons who are or have been financiallyinterested in the success or failure, or apparent success or failure, of the corporation or areor have been able to control or materially to influence the policy of the corporation;

(h) the circumstances under which a person acquired or disposed of, or became entitled toacquire or dispose of, shares in, debentures of, or interests issued by, the corporation;

(i) where the corporation has issued interests, any matters concerning the financial or businessundertaking, scheme, common enterprise or investment contract to which the interests relate; and

(j) matters relating to or arising out of the audit of, or working papers or reports of anauditor concerning, any matters referred to in any of the preceding paragraphs.

(9) For the purposes of this Act wherever a reference to the affairs of a company or a foreigncompany appears it shall be construed as including a reference to the affairs of a corporationas defined in subsection (8).

(10) A reference in this Act to the directors of a company shall, in the case of a company whichhas only one director, be construed as a reference to that director.

(11) A reference in this Act to the doing of any act by 2 or more directors of a company shall,in the case of a company which has only one director, be construed as the doing of that act bythat director.

Definition of subsidiary and holding company.

5.

-(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed tobe a subsidiary of another corporation, if -

(a) that other corporation -

(i) controls the composition of the board of directors of the first-mentioned corporation;

(ii) controls more than half of the voting power of the first-mentioned corporation; or

(iii) holds more than half of the issued share capital of the first-mentioned corporation(excluding any part thereof which consists of preference shares and treasury shares); or

(b) the first-mentioned corporation is a subsidiary of any corporation which is that othercorporation's subsidiary.

(2) For the purposes of subsection (1), the composition of a corporation's board of directorsshall be deemed to be controlled by another corporation if that other corporation by the


exercise of some power exercisable by it without the consent or concurrence of any other personcan appoint or remove all or a majority of the directors, and for the purposes of this provisionthat other corporation shall be deemed to have power to make such an appointment if -

(a) a person cannot be appointed as a director without the exercise in his favour by that othercorporation of such a power; or

(b) a person's appointment as a director follows necessarily from his being a director or otherofficer of that other corporation.

(3) In determining whether one corporation is a subsidiary of another corporation -

(a) any shares held or power exercisable by that other corporation in a fiduciary capacity shallbe treated as not held or exercisable by it;

(b) subject to paragraphs (c) and (d), any shares held or power exercisable -

(i) by any person as a nominee for that other corporation (except where that other corporationis concerned only in a fiduciary capacity); or

(ii) by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiarywhich is concerned only in a fiduciary capacity, shall be treated as held or exercisable by thatother corporation;

(c) any shares held or power exercisable by any person by virtue of the provisions of anydebentures of the first-mentioned corporation or of a trust deed for securing any issue of suchdebentures shall be disregarded; and

(d) any shares held or power exercisable by, or by a nominee for, that other corporation or itssubsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as notheld or exercisable by that other corporation if the ordinary business of that other corporationor its subsidiary, as the case may be, includes the lending of money and the shares are held orpower is exercisable as aforesaid by way of security only for the purposes of a transactionentered into in the ordinary course of that business.

(4) A reference in this Act to the holding company of a company or other corporation shall beread as a reference to a corporation of which that last-mentioned company or corporation is asubsidiary.

(5) For the purposes of this Act, the depository, as defined in section 130A, shall not beregarded as a holding company of a corporation by reason only of the shares it holds in thatcorporation as a bare trustee.

Definition of ultimate holding company.

5A.

For the purposes of this Act, a corporation is the ultimate holding company of anothercorporation if -

(a) the other corporation is a subsidiary of the first-mentioned corporation; and

(b) the first-mentioned corporation is not itself a subsidiary of any corporation.

Definition of wholly owned subsidiary.


5B.

For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporationif none of the members of the first-mentioned corporation is a person other than -

(a) that other corporation;

(b) a nominee of that other corporation;

(c) a subsidiary of that other corporation being a subsidiary none of the members of which is aperson other than that other corporation or a nominee of that other corporation; or

(d) a nominee of such subsidiary.

When corporations deemed to be related to each other.

6.

Where a corporation -

(a) is the holding company of another corporation;

(b) is a subsidiary of another corporation; or

(c) is a subsidiary of the holding company of another corporation,

that first-mentioned corporation and that other corporation shall for the purposes of this Actbe deemed to be related to each other.

Interests in shares.

7.

-(1) The following subsections have effect for the purposes of Division 4 of Part IV andsections 163, 164 and 165.

(2) Where the property subject to a trust consists of or includes shares and a person knows orhas reasonable grounds for believing that he has an interest under the trust and the propertysubject to the trust consists of or includes those shares, he shall be deemed to have aninterest in those shares.

(3) A unit in a collective investment scheme within the meaning of section 2 of the Securitiesand Futures Act 2001 -

(a) that is issued or offered to the public for subscription or purchase, or for which thepublic is invited to subscribe for or purchase, and that has been so subscribed or purchased; or

(b) that is issued for the purpose of an offer to the public by and is held by the managerconcerned within the meaning of section 283 of that Act, does not constitute an interest in ashare.

(4) Where a body corporate has, or is by the provisions of this section deemed to have, aninterest in a share and -

(a) the body corporate is, or its directors are, accustomed or under an obligation whetherformal or informal to act in accordance with the directions, instructions or wishes of a person;or


(b) a person has a controlling interest in the body corporate, that person shall be deemed tohave an interest in that share.

(4A) Where a body corporate has, or is by the provisions of this section (apart from thissubsection) deemed to have, an interest in a share and -

(a) a person is;

(b) the associates of a person are; or

(c) a person and his associates are, entitled to exercise or control the exercise of not lessthan 20% of the votes attached to the voting shares in the body corporate, that person shall bedeemed to have an interest in that share.

(5) For the purposes of subsection (4A), a person is an associate of another person if thefirst-mentioned person is -

(a) a corporation that, by virtue of section 6, is deemed to be related to that other person;

(b) a person in accordance with whose directions, instructions or wishes that other person isaccustomed or is under an obligation whether formal or informal to act in relation to the sharereferred to in subsection (4);

(c) a person who is accustomed or is under an obligation whether formal or informal to act inaccordance with the directions, instructions or wishes of that other person in relation to thatshare;

(d) a body corporate that is, or the directors of which are, accustomed or under an obligationwhether formal or informal to act in accordance with the directions, instructions or wishes ofthat other person in relation to that share; or

(e) a body corporate in accordance with the directions, instructions or wishes of which, or ofthe directors of which, that other person is under an obligation whether formal or informal toact in relation to that share.

(6) Where a person -

(a) has entered into a contract to purchase a share;

(b) has a right, otherwise than by reason of having an interest under a trust, to have a sharetransferred to himself or to his order, whether the right is exercisable presently or in thefuture and whether on the fulfilment of a condition or not;

(c) has the right to acquire a share, or an interest in a share, under an option, whether theright is exercisable presently or in the future and whether on the fulfilment of a condition ornot; or

(d) is entitled (otherwise than by reason of his having been appointed a proxy or representativeto vote at a meeting of members of a corporation or of a class of its members) to exercise orcontrol the exercise of a right attached to a share, not being a share of which he is theregistered holder, that person shall be deemed to have an interest in that share.

(7) A person shall not be deemed not to have an interest in a share by reason only that he has


the interest in the share jointly with another person.

(8) It is immaterial, for the purposes of determining whether a person has an interest in ashare, that the interest cannot be related to a particular share.

(9) There shall be disregarded -

(a) an interest in a share if the interest is that of a person who holds the share as baretrustee;

(b) an interest in a share of a person whose ordinary business includes the lending of money ifhe holds the interest only by way of security for the purposes of a transaction entered into inthe ordinary course of business in connection with the lending of money;

(c) an interest of a person in a share, being an interest held by him by reason of his holding aprescribed office;

(ca) an interest of a company in its own shares being purchased or otherwise acquired inaccordance with sections 76B to 76G (including treasury shares); and

(d) a prescribed interest in a share, being an interest of such person, or of the personsincluded in such class of persons, as is prescribed.

(10) An interest in a share shall not be disregarded by reason only of -

(a) its remoteness;

(b) the manner in which it arose; or

(c) the fact that the exercise of a right conferred by the interest is, or is capable of beingmade, subject to restraint or restriction.

Solvency statement and offence for making false statement

7A.

-(1) In this Act, unless the context otherwise requires, "solvency statement", in relation to aproposed redemption of preference shares by a company out of its capital under section 70, aproposed giving of financial assistance by a company under section 76 (9A) or (9B) or a proposedreduction by a company of its share capital under section 78B or 78C, means a statement by thedirectors of the company -

(a) that they have formed the opinion that, as regards the company's situation at the date ofthe statement, there is no ground on which the company could then be found to be unable to payits debts;

(b) that they have formed the opinion -

(i) if it is intended to commence winding up of the company within the period of 12 monthsimmediately following the date of the statement, that the company will be able to pay its debtsin full within the period of 12 months beginning with the commencement of the winding up; or

(ii) if it is not intended so to commence winding up, that the company will be able to pay itsdebts as they fall due during the period of 12 months immediately following the date of thestatement; and


(c) that they have formed the opinion that the value of the company's assets is not less thanthe value of its liabilities (including contingent liabilities) and will not, after the proposedredemption, giving of financial assistance or reduction (as the case may be), become less thanthe value of its liabilities (including contingent liabilities), being a statement whichcomplies with subsection (2).

(2) The solvency statement -

(a) if the company is exempt from audit requirements under section 205B or 205C, shall be in theform of a statutory declaration; or

(b) if the company is not such a company, shall be in the form of a statutory declaration orshall be accompanied by a report from its auditor that he has inquired into the affairs of thecompany and is of the opinion that the statement is not unreasonable given all thecircumstances.

(3) In forming an opinion for the purposes of subsection (1) (a) and (b), the directors of thecompany must take into account all liabilities of the company (including contingentliabilities).

(4) In determining, for the purposes of subsection (1) (c), whether the value of the company'sassets is or will become less than the value of its liabilities (including contingentliabilities) the directors of the company -

(a) must have regard to -

(i) the most recent financial statements of the company that comply with section 201 (1A), (3)and (3A), as the case may be; and

(ii) all other circumstances that the directors know or ought to know affect, or may affect, thevalue of the company's assets and the value of its liabilities (including contingentliabilities); and

(b) may rely on valuations of assets or estimates of liabilities that are reasonable in thecircumstances.

(5) In determining, for the purposes of subsection (4), the value of a contingent liability, thedirectors of a company may take into account-

(a) the likelihood of the contingency occurring; and

(b) any claim the company is entitled to make and can reasonably expect to be met to reduce orextinguish the contingent liability.

(6) A director of a company who makes a solvency statement without having reasonable grounds forthe opinions expressed in it shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.

PART II ADMINISTRATION OF THIS ACT

PART II ADMINISTRATION OF THIS ACTAdministration of Act and appointment of Registrar of Companies, etc.

8.


-(1) The Authority shall be responsible for the administration of this Act, subject to thegeneral or special directions of the Minister.

(1A) The Minister may, after consultation with the Authority -

(a) appoint an officer of the Authority to be the Registrar of Companies; and

(b) from among the officers of the Authority, public officers and the officers of any otherstatutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companiesas he considers necessary, for the proper administration of this Act.

(1B) The Authority may give to the Registrar such directions, not inconsistent with theprovisions of this Act, as to the exercise of his powers, functions or duties under this Act,and the Registrar shall give effect to such directions.

(2) Subject to the general direction and control of the Registrar and to such restrictions andlimitations as may be prescribed, anything by this Act appointed or authorised or required to bedone or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrarand shall be as valid and effectual as if done or signed by the Registrar.

(3) No person dealing with any Deputy or Assistant Registrar shall be concerned to see orinquire whether any restrictions or limitations have been prescribed, and every act or omissionof a Deputy or Assistant Registrar so far as it affects any such person shall be as valid andeffectual as if done or omitted by the Registrar.

Certain signatures to be judicially noticed

(4) All courts, judges and persons acting judicially shall take judicial notice of the seal andsignature of the Registrar and of any Deputy or Assistant Registrar.

Fees

(5) There shall be paid to the Registrar -

(a) the fees specified in the Second Schedule; and

(b) such other fees as are prescribed.

(6) The Minister may by notification in the Gazette add to, vary or amend the fees specified inthe Second Schedule.

(6A) All fees collected by the Registrar under this Act shall be paid into the funds of theAuthority.

(7) The Minister may by notification in the Gazette add to, vary or amend the Eighth Schedule inrelation to the contents of the annual return of a company having a share capital.

Inspection of books of corporation.

8A.

-(1) Where the Minister is satisfied that there is good reason for so doing, he may at any time-

(a) give directions to a corporation requiring that corporation at such place and time as may be


specified in the directions to produce such books relating to the affairs of a corporation asmay be so specified; or

(b) authorise any person (referred to in this section and sections 8B and 8C as an authorisedperson), on producing (if required to do so) evidence of his authority to require thatcorporation to produce to him any books relating to the affairs of a corporation which theauthorised person may specify.

(2) Where by virtue of subsection (1) the Minister or an authorised person has power to requirethe production of any books from a corporation relating to the affairs of a corporation theMinister or that authorised person shall have the like power to require production of thosebooks from any person who appears to the Minister or authorised person to be in possession ofthem; but where any such person claims a lien on any books produced by him, the production shallbe without prejudice to the lien.

(3) Any power conferred by this section to require a corporation or other person to producebooks relating to the affairs of a corporation shall include power -

(a) if the books are produced -

(i) to make copies of, or take extracts from, them; and

(ii) to require that person who is a present or past officer of, or is or was at any timeemployed by the corporation to provide an explanation of any of them;

(b) if the books are not produced, to require the person required to produced them to state tothe best of his knowledge and belief, where they are.

(4) A statement made by a person in compliance with a requirement imposed by this section may beused in evidence against him.

(5) A power conferred by this section to make a requirement of a person extends if the person isa body corporate, including a body corporate that is in the course of being wound up, or was abody corporate, being a body corporate that has been dissolved, to making that requirement ofany person who is or has been an officer of the body corporate.

(6) If a requirement to produce books relating to the affairs of a corporation or provide anexplanation or make a statement which is imposed by virtue of this section is not complied with,the corporation or other person on whom the requirement was imposed shall be guilty of anoffence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment fora term not exceeding 6 months or to both.

(7) Where a person is charged with an offence under subsection (6) in respect of a requirementto produce any books relating to the affairs of a corporation it shall be a defence to provethat they were not in his possession or under his control or that it was not reasonablypracticable for him to comply with the requirement.

(8) A person, who in purported compliance with a requirement imposed by the section to providean explanation or statement which he knows to be false or misleading in a material particular orrecklessly provides or makes an explanation or statement which is false or misleading in amaterial particular, shall be guilty of an offence and shall be liable on conviction to a finenot exceeding $20,000 or to imprisonment for a term not exceeding 2 years or to both.

Power of Magistrate to issue warrant to seize books.


8B.

-(1) If a Magistrate is satisfied, on information on oath or affirmation laid by an authorisedperson, that there are reasonable grounds for suspecting that there are on any premises anybooks of which production has been required by virtue of section 8A and which have not beenproduced in compliance with that requirement, the Magistrate may issue a warrant authorising anypolice officer, together with any other persons named in the warrant, to enter the premisesspecified in the information (using such force as is reasonably necessary for the purpose) andto search the premises and take possession of any books appearing to be such books or papers asare referred to in this subsection, or to take, in relation to any books so appearing, any othersteps which may appear necessary for preserving them and preventing interference with them andto deliver any books, possession of which is so taken, to an authorised person.

(2) Every warrant issued under this section shall continue in force until the end of the periodof one month after the date on which it was issued.

(3) Where under this section a person takes possession of, or secures against interference, anybooks, and a person has a lien on the books, the taking of possession of the books or thesecuring of the books against interference does not prejudice the lien.

(4) Where, under this section, a person takes possession of, or secures against interference,any books, that person or any authorised person to whose possession the books were delivered -

(a) may make copies of, or take extracts from, the books;

(b) may require any person who was party to the compilation of the books to make a statementproviding any explanation that that person is able to provide as to any matter relating to thecompilation of the books or as to any matter to which the books relate;

(c) may retain possession of the books for such period as is necessary to enable the books to beinspected, and copies of, or extracts from, the books to be made or taken, by or on behalf ofthe Minister; and

(d) during that period shall permit a person who would be entitled to inspect any one or more ofthose books if they were not in the possession of the first-mentioned person to inspect at allreasonable times such of those books as that person would be so entitled to inspect.

(5) A person who obstructs the exercise of a right of entry or search conferred by virtue of awarrant issued under this section, or who obstructs the exercise of a right so conferred to takepossession of any books, shall be guilty of an offence and shall be liable on conviction to afine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.

(6) The powers conferred by this section are in addition to, and not in derogation of, any otherpower conferred by law.

Copies of or extracts from books to be admitted in evidence.

8C.

-(1) Subject to this section, in any legal proceedings, whether proceedings under this Act orotherwise, a copy of or extract from a book relating to the affairs of a corporation isadmissible in evidence as if it were the original book or the relevant part of the originalbook.

(2) A copy of or extract from a book is not admissible in evidence under subsection (1) unless


it is proved that the copy or extract is a true copy of the book or of the relevant part of thebook.

(3) For the purposes of subsection (2), evidence that a copy of or extract from a book is a truecopy of the book or of a part of the book may be given by a person who has compared the copy orextract with the book or the relevant part of the book and may be given either orally or by anaffidavit sworn, or by a declaration made, before a person authorised to take affidavits orstatutory declarations.

Destruction, mutilation, etc., of company documents.

8D.

-(1) An officer of a corporation to which section 8A (1) applies, who destroys, mutilates orfalsifies, or is privy to the destruction, mutilation or falsification of a document affectingor relating to the property or affairs of the corporation, or makes or is privy to the making ofa false entry in such a document, shall, unless he proves that he had no intention to concealthe affairs of the corporation or to defeat the law, be guilty of an offence.

(2) A person to whom subsection (1) applies who fraudulently either parts with, alters or makesan omission in any such document, or who is privy to fraudulent parting with, fraudulentaltering or fraudulent making of an omission in, any such document, shall be guilty of anoffence.

(3) A person guilty of an offence under this section shall be liable on conviction to a fine notexceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

(4) In this section, "officer of a corporation" includes a person who -

(a) was at any time an officer of the corporation; or

(b) has, or had, a financial or other interest in the affairs of the corporation.

Saving for advocates and solicitors.

8E.

Nothing in sections 8A and 8B shall compel the production by an advocate and solicitor of adocument containing a privileged communication made by or to him in that capacity or authorisethe taking of possession of any such document which is in his possession but if the advocate andsolicitor refuses to produce the document he shall nevertheless be obliged to give the name andaddress (if he knows them) of the person to whom or by or on behalf of whom the communicationwas made.

Investigation of certain matters.

8F.

Without prejudice to the powers conferred upon the Minister under section 8A, where the Ministerhas reason to suspect that a person has committed an offence under this Act, he may make suchinvestigation as he thinks expedient for the due administration of this Act.

Savings for banks, insurance companies and certain financial institutions.

8G.

Nothing in section 8A shall authorise the Minister to call for the production of books of abanking corporation or of any company carrying on insurance business or of any financial


institution that is subject to control by the Monetary Authority of Singapore under sections 27and 28 of the Monetary Authority of Singapore Act and nothing in section 8F shall authorise theMinister to conduct an investigation into any such corporation, company or financialinstitution.

Security of information.

8H.

-(1) No information or document relating to the affairs of a corporation which has been obtainedunder section 8A or 8B shall, without the previous consent in writing of that corporation, bepublished or disclosed, except to the Minister, the Registrar of Companies and their officers orto an inspector appointed under Part IX, unless the publication or disclosure is required -

(a) with a view to the institution of or otherwise for the purposes of, any criminal proceedingspursuant to, or arising out of this Act or any criminal proceedings for an offence entailingmisconduct in connection with the management of the corporation's affairs or misapplication orwrongful retention of its property;

(b) for the purpose of complying with any requirement or exercising any power imposed orconferred by this Act in connection with reports made by inspectors appointed under Part IX;

(c) with a view to the institution by the Minister of proceedings for the winding up ofcompanies under this Act of the corporation; or

(d) for the purpose of proceedings under section 8A or 8B.

(2) A person who publishes or discloses any information or document in contravention of thissection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$10,000 or to imprisonment for a term not exceeding 2 years or to both.

Approved liquidators

9.

-(1) The Minister may, by order published in the Gazette, declare that persons within aspecified class of persons shall be approved liquidators for the purposes of this Act.

(2) Any person who does not fall within a class of persons declared under subsection (1) mayapply to the Minister to be approved as a liquidator for the purposes of this Act, and theMinister, if satisfied as to the experience and capacity of the applicant, may, on payment ofthe fee set out in the Second Schedule, approve such person as a liquidator for the purposes ofthis Act.

(3) Any approval granted by the Minister under subsection (2) may be made subject to suchlimitations or conditions as he thinks fit and may be revoked at any time by him by the serviceof a written notice of revocation on the approved person.

(4) Every approval under subsection (2) including a renewal of approval of a liquidator shallremain in force until 31st March in the third year following the year in which the approval wasgranted unless sooner revoked by the Minister.

(5) The Minister may delegate his power under subsection (2) to any person charged with theresponsibility for the registration or control of accountants in Singapore.

(6) Any person who is dissatisfied with the decision of any person to whom the Minister has


delegated his power under subsection (2) may appeal to the Minister who may in his discretionconfirm, reverse or vary such decision.

Company auditors.

10.

-(1) A person shall not knowingly consent to be appointed, and shall not knowingly act, asauditor for any company and shall not prepare, for or on behalf of a company, any reportrequired by this Act to be prepared by an auditor of the company -

(a) if he is not a public accountant;

(b) if he is indebted to the company or to a corporation that is deemed to be related to thatcompany by virtue of section 6 in an amount exceeding $2,500;

(c) if he is -

(i) an officer of the company;

(ii) a partner, employer or employee of an officer of the company; or

(iii) a partner or employee of an employee of an officer of the company; or

(d) if he is responsible for or if he is the partner, employer or employee of a personresponsible for the keeping of the register of members or the register of holders of debenturesof the company.

(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $2,000.

(3) For the purposes of subsection (1), a person shall be deemed to be an officer of a companyif he is an officer of a corporation that is deemed to be related to the company by virtue ofsection 6 or except where the Minister, if he thinks fit in the circumstances of the case,directs otherwise, if he has, at any time within the preceding period of 12 months, been anofficer or promoter of the company or of such a corporation.

(4) For the purposes of this section, a person shall not be deemed to be an officer by reasononly of his having been appointed as auditor of a corporation.

(5) An accounting firm shall not knowingly consent to be appointed, and shall not knowingly act,as auditor for any company and shall not prepare, for or on behalf of a company, any reportrequired by this Act to be prepared by an auditor of the company if any partner of the firm(whether or not he is a public accountant) is a person described in subsection (1) (b), (c) or(d).

(6) If an accounting firm contravenes subsection (5), every partner of the firm shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $2,000.

(7) An accounting corporation shall not knowingly consent to be appointed, and shall notknowingly act, as auditor for any company and shall not prepare, for or on behalf of a company,any report required by this Act to be prepared by an auditor of the company if -

(a) any director of the corporation (whether or not he is a public accountant); or


(b) any employee of the corporation, who is a public accountant and practising as such in thatcorporation, is a person described in subsection (1) (b), (c) or (d).

(8) If an accounting corporation contravenes subsection (7) -

(a) the corporation; and

(b) the director or employee who caused the contravention, shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $2,000.

(9) No company or person shall appoint any individual as auditor of a company unless theindividual has prior to such appointment consented in writing to act as auditor of that company.

(10) No company or person shall appoint any accounting firm or accounting corporation as auditorof a company unless the firm or corporation has prior to such appointment consented, in writingunder the hand of at least one partner of the firm or director of the corporation, as the casemay be, to act as auditor of that company.

(11) Where an accounting firm is appointed as the auditor of a company in the name of the firm,such appointment shall take effect and operate as if the partners of the firm at the time of theappointment, who are public accountants at that time, have been appointed as auditors of thecompany.

(12) Where an accounting corporation is appointed as the auditor of a company in the name of thecorporation, such appointment shall take effect and operate as if the directors and employees ofthe corporation who are practising as public accountants in that corporation have been appointedas auditors of the company.

(13) Subsection (12) shall apply to a director or an employee practising as a public accountantin an accounting corporation, even if his appointment as director or employment with thecorporation commenced after the date on which the corporation was appointed as auditor of thecompany.

(14) In this section -

"accounting corporation" means a company approved or deemed to be approved as an accountingcorporation under the Accountants Act 2004;

"accounting firm" means a firm approved or deemed to be approved as an accounting firm under theAccountants Act 2004.

Disqualification of liquidators.

11.

-(1) Subject to this section, a person shall not, except with the leave of the Court, consent tobe appointed, and shall not act as liquidator of a company -

(a) if he is not an approved liquidator;

(b) if he is indebted to the company or to a corporation that is deemed to be related to thecompany by virtue of section 6 in an amount exceeding $2,500;

(c) if he is -


(i) an officer of the company;

(ii) a partner, employer or employee of an officer of the company; or

(iii) a partner or employee of an employee of an officer of the company;

(d) if he is an undischarged bankrupt;

(e) if he has assigned his estate for the benefit of his creditors or has made an arrangementwith his creditors pursuant to any law relating to bankruptcy; or

(f) if he has been convicted of an offence involving fraud or dishonesty punishable onconviction by imprisonment for 3 months or more.

(2) Subsection (1) (a) and (c) shall not apply -

(a) to a members' voluntary winding up; or

(b) to a creditors' voluntary winding up, if by a resolution carried by a majority of thecreditors in number and value present in person or by proxy and voting at a meeting of which 7days' notice has been given to every creditor stating the object of the meeting, it isdetermined that that paragraph shall not so apply.

(3) For the purposes of subsection (1), a person shall be deemed to be an officer of a companyif he is an officer of a corporation that is deemed to be related to the company by virtue ofsection 6 or has, at any time within the preceding period of 24 months, been an officer orpromoter of the company or of such a corporation.

(4) A person shall not be appointed as liquidator of a company unless he has prior to suchappointment consented in writing to act as such liquidator.

(5) Nothing in this section shall affect any appointment of a liquidator made before 29thDecember 1967.

(6) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $2,000.

Registers.

12.

-(1) The Registrar shall, subject to this Act, keep such registers as he considers necessary insuch form as he thinks fit.

Inspection of register.

(2) Any person may, on payment of the prescribed fee -

(a) inspect any document, or if there is a microfilm of any such document, that microfilm, filedor lodged with the Registrar; or

(b) require a certificate of the incorporation of any company or any other certificate issuedunder this Act or a copy of or extract from any document kept by the Registrar to be given orcertified by the Registrar.


(2A) Subsection (2) shall not apply to such exempt private company that is wholly owned by theGovernment as the Minister may, by notification in the Gazette, specify where he considers thatit would not be in the public interest for -

(a) any document relating to any such company maintained by the Registrar in whatever form to beinspected by any member of the public; and

(b) any certificate or copy of or extract from any document relating to any such company to begiven or certified to any member of the public.

(2B) Notwithstanding the cancellation of any notification referred to in subsection (2A) inrespect of a company, subsection (2) shall not apply to any document or certificate relating tothat company that is filed or lodged with the Registrar, or issued under the Act, before thedate of such cancellation, whether or not that company remains an exempt private company whollyowned by the Government, and whether or not it has been wound up.

Evidentiary value of copies certified by Registrar.

(3) A copy of or extract from any document, including a copy produced by way of microfilm orelectronic medium, filed or lodged at the office of the Registrar certified to be a true copy orextract under the hand and seal of the Registrar shall in any proceedings be admissible inevidence as of equal validity with the original document.

Evidence of statutory requirements.

(4) In any legal proceedings a certificate under the hand and seal of the Registrar that arequirement of this Act specified in the certificate -

(a) had or had not been complied with at a date or within a period specified in the certificate;or

(b) had been complied with upon a date specified in the certificate but not before that date,shall be received as prima facie evidence of the matters specified in the certificate.

Registrar may refuse to register or receive document.

(5) If the Registrar is of the opinion that any document submitted to him -

(a) contains matter contrary to law;

(b) by reason of any omission or misdescription has not been duly completed;

(c) does not comply with the requirements of this Act; or

(d) contains any error, alteration or erasure, he may refuse to register or receive the documentand request that the document be appropriately amended or completed and resubmitted or that afresh document be submitted in its place.

Appeal.(6) Any party aggrieved by the refusal of the Registrar to register any corporation or toregister or receive any document or by any other act or decision of the Registrar may appeal tothe Court which may confirm the refusal, act or decision or give such directions in the matteras seem proper or otherwise determine the matter but this subsection shall not apply to any actor decision of the Registrar -


(a) in respect of which any provision in the nature of an appeal or review is expressly providedin this Act; or

(b) which is declared by this Act to be conclusive or final or is embodied in any documentdeclared by this Act to be conclusive evidence of any act, matter or thing.

Destruction, etc., of old records.

(7) The Registrar may, if in his opinion it is no longer necessary or desirable to retain anydocument which has been microfilmed or converted to electronic form, destroy or give it to theNational Archives of Singapore.

Filing service.

12A.

-(1) Where the Registry of Companies provides a service whereby documents under this Act may befiled or lodged with or submitted to the Registrar electronically, neither the Government norany of its employees nor any authorised agents shall be liable for any loss or damage, sufferedby any person by reason of any errors or omissions, of whatever nature or however caused,appearing in any document obtained by any person under the service if such errors or omissionsare made in good faith and in the ordinary course of the discharge of the duties of theseemployees or authorised agents or have occurred or arisen as a result of any defect or breakdownin the service or in any of the equipment used for the service.

(1A) The Minister may by regulations permit or require any document -

(a) to be filed or lodged with or submitted to the Registrar under this Act; or

(b) to be issued by the Registrar under this Act, to be filed, lodged, submitted or issued usingthe service referred to in subsection (1).

(1B) The regulations under subsection (1A) may -

(a) permit or require such document to be lodged, filed or submitted by a prescribed person onbehalf of the person concerned under specified circumstances; and

(b) contain such transitional and other supplementary and incidental provisions as appear to theMinister to be appropriate.

Evidentiary value of copies of electronically filed documents certified by Registrar.(2) A copy of or extract from any document electronically filed or lodged with or submitted tothe Registrar under subsection (1) supplied or issued by the Registrar and certified to be atrue copy or extract thereof under the hand and seal of the Registrar shall in any proceedingsbe admissible in evidence as of equal validity with the original document.

Certificate in respect of documents filed electronically.(3) Any information supplied by the Registrar that is certified by the Registrar under his handand seal to be a true extract from any document filed or lodged with or submitted to theRegistrar using the service referred to in subsection (1) shall in any proceedings be admissiblein evidence and be presumed, unless evidence to the contrary is adduced, to be a true extractfrom such document.

(4) Subsections (2) and (3) have effect notwithstanding the provisions of any other written law.


(5) In this section, "document" means any application, form, report, certification, notice,confirmation, declaration or other document to be filed or lodged with or submitted to theRegistrar or, as the case may be, any certificate, notice or other document to be issued by theRegistrar.

Rectification of register.

12B.

-(1) Where it appears to the Court, as a result of evidence adduced before it by an applicantcompany, that any particular recorded in a register is erroneous or defective, the Court may, byorder, direct the Registrar to rectify the register on such terms and conditions as seem to theCourt just and expedient, as are specified in the order and the Registrar shall, upon receipt ofthe order, rectify the register accordingly.

(2) An order of the Court made under subsection (1) may require that a fresh document, showingthe rectification, shall be filed by the applicant company with the Registrar together with acopy of the Court order, and a copy of the Court application.

(3) Notwithstanding subsections (1) and (2), an officer of a company may notify the Registrar inthe prescribed form of any typographical or clerical error contained in any document relating tothe company lodged with the Registrar.

(4) The Registrar may, upon receipt of any notification referred to in subsection (3), rectifythe registers accordingly.

Enforcement of duty to make returns.

13.

-(1) If a corporation or person, having made default in complying with -

(a) any provision of this Act or of any other law which requires the lodging or filing in anymanner with the Registrar or the Official Receiver of any return, account or other document orthe giving of notice to him of any matter; or

(b) any request of the Registrar or the Official Receiver to amend or complete and resubmit anydocument or to submit a fresh document,

fails to make good the default within 14 days after the service on the corporation or person ofa notice requiring it to be done, the Court may, on an application by any member or creditor ofthe corporation or by the Registrar or the Official Receiver, make an order directing thecorporation and any officer thereof or such person to make good the default within such time asis specified in the order.

(2) Any such order may provide that all costs of and incidental to the application shall beborne by the corporation or by any officer of the corporation responsible for the default or bysuch person.

(3) Nothing in this section shall limit the operation of any written law imposing penalties on acorporation or its officers or such person in respect of any such default.

Relodging of lost registered documents.

14.

-(1) If in the case of any corporation incorporated or registered under this Act or any


corresponding previous written law the memorandum or articles or any other document relating tothe corporation filed or lodged with the Registrar has been lost or destroyed, the corporationmay apply to the Registrar for leave to lodge a copy of the document as originally filed orlodged.

(2) On such application being made the Registrar may direct notice thereof to be given to suchpersons and in such manner as he thinks fit.

(3) The Registrar upon being satisfied -

(a) that the original document has been lost or destroyed;

(b) of the date of the filing or lodging thereof with the Registrar; and

(c) that a copy of such document produced to the Registrar is a correct copy, may certify uponthat copy that he is so satisfied and direct that that copy be lodged in the manner required bylaw in respect of the original.

(4) Upon the lodgment that copy for all purposes shall, from such date as is mentioned in thecertificate as the date of the filing or lodging of the original with the Registrar, have thesame force and effect as the original.

(5) The Court may, by order upon application by any person aggrieved and after notice to anyother person whom the Court directs, confirm, vary or rescind the certificate and the order maybe lodged with the Registrar and shall be registered by him, but no payments, contracts,dealings, acts and things made, had or done in good faith before the registration of such orderand upon the faith of and in reliance upon the certificate shall be invalidated or affected bysuch variation or rescission.

(6) No fee shall be payable upon the lodging of a document under this section.

Size, durability and legibility of documents delivered to Registrar.

15.

-(1) For the purposes of securing that the documents delivered to the Registrar under theprovisions of this Act are of a standard size, durable and easily legible, the Minister may byregulations prescribe such requirements (whether as to size, weight, quality or colour of paper,size, type or colour of lettering, or otherwise) as he may consider appropriate; and differentrequirements may be so prescribed for different documents or classes of documents.

(2) If under any such provision there is delivered to the Registrar a document (whether anoriginal document or a copy) which in the opinion of the Registrar does not comply with suchrequirements prescribed under this section as are applicable to it, the Registrar may serve onany person by whom under that provision the document was required to be delivered (or, if thereare two or more such persons, may serve on any of them) a notice stating his opinion to thateffect and indicating the requirements so prescribed with which in his opinion the document doesnot comply.

(3) Where the Registrar serves a notice under subsection (2) with respect to a documentdelivered under any such provision, then, for the purposes of any written law which enables apenalty to be imposed in respect of any omission to deliver to the Registrar a document requiredto be delivered under that provision (and, in particular, for the purposes of any such lawwhereby such a penalty may be imposed by reference to each day during which the omissioncontinues) -


(a) any duty imposed by that provision to deliver such a document to the Registrar shall betreated as not having been discharged by the delivery of that document; but

(b) no account shall be taken of any days falling within the period mentioned in subsection (4).

(4) The period referred to in subsection (3) (b) is the period beginning on the day on which thedocument was delivered to the Registrar as mentioned in subsection (2) and ending on thefourteenth day after the date of service of the notice under subsection (2) by virtue of whichsubsection (3) applies.

(5) In this section, any reference to delivering a document shall be construed as including areference to sending, forwarding, producing or (in the case of a notice) giving it.

Instant Information Service - exclusion of liability for errors or omissions.

16.

Where the Registry of Companies provides a service (to be called an Instant Information Service)to the public whereby computerised information of prescribed particulars of a company registeredunder this Act is supplied to the public on payment of a prescribed fee, neither the Governmentnor any of its employees in the Registry of Companies involved in the supply of such informationshall be liable for any loss or damage suffered by members of the public by reason of any errorsor omissions of whatever nature appearing therein or however caused if made in good faith and inthe ordinary course of the discharge of the duties of such employees.

Supply of magnetic tapes - exclusion of liability for errors or omissions.

16A.

Where the Registrar furnishes information, whether in bulk or otherwise, to any person by way ofmagnetic tapes or by any electronic means, neither the Government nor any of the employees inthe Registry nor any authorised agents involved in the furnishing of such information shall beliable for any loss or damage suffered by that person by reason of errors or omissions ofwhatever nature appearing therein or however caused if made in good faith and in the ordinarycourse of the discharge of the duties of those employees or authorised agents.

PART III CONSTITUTION OF COMPANIES

DIVISION 1 Incorporation

PART III CONSTITUTION OF COMPANIES

DIVISION 1 Incorporation

Formation of companies.

17.

-(1) Subject to the provisions of this Act, any person may, whether alone or together withanother person, by subscribing his name or their names to a memorandum and complying with therequirements as to registration, form an incorporated company.

(2) A company may be -

(a) a company limited by shares;

(b) a company limited by guarantee; or

(c) an unlimited company.


(3) No company, association or partnership consisting of more than 20 persons shall be formedfor the purpose of carrying on any business that has for its object the acquisition of gain bythe company, association or partnership, or by the individual members thereof, unless it isregistered as a company under this Act, or is formed in pursuance of some other written law inSingapore or letters patent.

(4) So much of subsection (3) as prohibits the formation of an association or a partnershipconsisting of more than 20 persons shall not apply to an association or a partnership formedsolely or mainly for the purpose of carrying on any profession or calling which under theprovisions of any written law may be exercised only by persons who possess the qualificationslaid down in such written law for the purpose of carrying on that profession or calling.

(5) As from 15th August 1984 no company limited by guarantee with a share capital shall beregistered under this Act.

(6) The prohibition referred to in subsection (5) shall not affect a company limited byguarantee which has a share capital and is registered as such before 15th August 1984 andsection 38 (2) shall continue to apply to a company so registered; but any such company shall,within two years of that date, elect to convert and re-register that company either as a companylimited by shares or as a company limited by guarantee.

(7) The conversion of a company referred to in subsection (6) shall be effected by lodging withthe Registrar a special resolution determining the conversion of the company from a companylimited by guarantee with a share capital to a company limited by shares or to a company limitedby guarantee, as the case may be, and altering its memorandum and articles of association to theextent that is necessary to bring them into conformity with the requirements of this Actrelating to the memorandum and articles of a company limited by shares or of a company limitedby guarantee, as the case may be.

(8) On compliance by a company with subsection (7) and on the issue by the Registrar of a noticeof incorporation of the company in accordance with the special resolution, the company shall bea company limited by shares or a company limited by guarantee, as the case may be.

(9) Upon the application of a company and payment of the prescribed fee, the Registrar shallissue to the company a certificate of confirmation of incorporation under his hand and seal.

Private company.

18.

-(1) A company having a share capital may be incorporated as a private company if its memorandumor articles -

(a) restricts the right to transfer its shares; and

(b) limits to not more than 50 the number of its members (counting joint holders of shares asone person and not counting any person in the employment of the company or of its subsidiary orany person who while previously in the employment of the company or of its subsidiary was andthereafter has continued to be a member of the company).

(c) Deleted by Act 5/2004, wef 01/04/2004.

(d) Deleted by Act 5/2004, wef 01/04/2004.


(2) Where, on 29th December 1967, neither the memorandum nor articles of a company that is aprivate company by virtue of paragraph (a) of the definition of "private company" in section 4(1) contain the restrictions and limitations required by subsection (1) to be included in thememorandum or articles of a company that may be incorporated as a private company, the articlesof the company shall be deemed to include each such restriction or limitation that is not soincluded and a restriction on the right to transfer its shares that is so deemed to be includedin its articles shall be deemed to be a restriction that prohibits the transfer of shares exceptto a person approved by the directors of the company.

(3) Where a restriction, limitation or prohibition deemed to be included in the articles of acompany under subsection (2) is inconsistent with any provision already included in thememorandum or articles of the company, that restriction or limitation shall, to the extent ofthe inconsistency, prevail.

(4) A private company may, by special resolution, alter any restriction on the right to transferits shares included, or deemed to be included, in its memorandum or articles or any limitationon the number of its members included, or deemed to be included, in its memorandum or articles,but not so that the memorandum and articles of the company cease to include the limitationrequired by subsection (1) (b) to be included in the memorandum or articles of a company thatmay be incorporated as a private company.

Registration and incorporation.

19.

-(1) A person desiring the incorporation of a company shall -

(a) submit to the Registrar the memorandum and articles of the proposed company and such otherdocuments as may be prescribed;

(b) furnish the Registrar with such information as may be prescribed; and

(c) pay the Registrar the prescribed fee.

(2) Either -

(a) a prescribed person engaged in the formation of the proposed company; or

(b) a person named in the articles as a director or the secretary of the proposed company, shallmake a declaration to the Registrar that -

(i) all of the requirements of this Act relating to the formation of the company have beencomplied with; and

(ii) he has verified the identities of the subscribers to the memorandum, and of the personsnamed in the memorandum or articles as officers of the proposed company, and the Registrar mayaccept such declaration as sufficient evidence of those matters.

(3) Upon receipt of the documents, information and payment referred to in subsection (1) anddeclaration referred to in subsection (2), the Registrar shall, subject to this Act, registerthe company by registering its memorandum and articles.

Certificate of incorporation.

(4) On the registration of the memorandum the Registrar shall issue in the prescribed manner a


notice of incorporation in the prescribed form stating that the company is, on and from the datespecified in the notice, incorporated, and that the company is -

(a) a company limited by shares;

(b) a company limited by guarantee; or

(c) an unlimited company, as the case may be, and where applicable, that it is a privatecompany.

Effect of incorporation.

(5) On and from the date of incorporation specified in the notice issued under subsection (4)but subject to this Act, the subscribers to the memorandum together with such other persons asmay from time to time become members of the company shall be a body corporate by the namecontained in the memorandum capable forthwith of exercising all the functions of an incorporatedcompany and of suing and being sued and having perpetual succession and a common seal with powerto hold land but with such liability on the part of the members to contribute to the assets ofthe company in the event of its being wound up as is provided by this Act.

Members of company.

(6) The subscribers to the memorandum shall be deemed to have agreed to become members of thecompany and on the incorporation of the company shall be entered as members in its register ofmembers, and every other person who agrees to become a member of a company and whose name isentered in its register of members shall be a member of the company.

(7) Upon the application of a company and payment of the prescribed fee, the Registrar shallissue to the company a certificate of confirmation of incorporation under his hand and seal.

Power to refuse registration.

20.

-(1) Without prejudice to the powers of the Registrar under section 12 (5), where a memorandumis delivered for registration under section 19, the Registrar shall not register the memorandumunless he is satisfied that all the requirements of this Act in respect of the registration andof all matters precedent and incidental thereto have been complied with.

(2) Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse toregister the memorandum of a proposed company where he is satisfied that -

(a) the proposed company is likely to be used for an unlawful purpose or for purposesprejudicial to public peace, welfare or good order in Singapore; or

(b) it would be contrary to the national security or interest for the proposed company to beregistered.

(3) Any person aggrieved by the decision of the Registrar under subsection (2) may, within 30days of the date of the decision, appeal to the Minister whose decision shall be final.

Minimum of one member

20A. A company shall have at least one member.


Membership of holding company.

21.

-(1) A corporation cannot be a member of a company which is its holding company, and anyallotment or transfer of shares in a company to its subsidiary shall be void.

(2) Subsection (1) shall not apply where the subsidiary is concerned as personal representative,or where it is concerned as trustee, unless the holding company or a subsidiary thereof isbeneficially interested under the trust and is not so interested only by way of security for thepurposes of a transaction entered into by it in the ordinary course of a business which includesthe lending of money.

(3) This section shall not prevent a subsidiary which, on 29th December 1967, is a member of itsholding company, from continuing to be a member but, subject to subsection (2), the subsidiaryshall have no right to vote at meetings of the holding company or any class of members thereof.

(4) This section shall not prevent a subsidiary from continuing to be a member of its holdingcompany if, at the time when it becomes a subsidiary thereof, it already holds shares in thatholding company, but -

(a) subject to subsection (2), the subsidiary shall have no right to vote at meetings of theholding company or any class of members thereof; and

(b) the subsidiary shall, within the period of 12 months or such longer period as the Court mayallow after becoming the subsidiary of its holding company, dispose of all of its shares in theholding company.

(5) Subject to subsection (2), subsections (1), (3) and (4) shall apply in relation to a nomineefor a corporation which is a subsidiary as if references in those subsections to such acorporation included references to a nominee for it.

(6) This section shall not operate to prevent the allotment of shares in a holding company to asubsidiary which already lawfully holds shares in the holding company if the allotment is madeby way of capitalisation of reserves of the holding company and is made to all members of theholding company on a basis which is in direct proportion to the number of shares held by eachmember in the holding company.

(7) Where but for this section a subsidiary would have been entitled to subscribe for shares inthe holding company the holding company may, on behalf of the subsidiary, sell the shares forwhich the subsidiary would otherwise have been entitled to subscribe.

(8) In relation to a holding company that is a company limited by guarantee, the reference inthis section to shares shall be construed as including a reference to the interest of itsmembers as such, whatever the form of that interest.

Requirements as to memorandum.

22.

-(1) The memorandum of every company shall be dated and shall state, in addition to otherrequirements -

(a) the name of the company;

(b) Deleted by Act 5/2004, wef 01/04/2004.



(d) if the company is a company limited by shares, that the liability of the members is limited;

(e) if the company is a company limited by guarantee, that the liability of the members islimited and that each member undertakes to contribute to the assets of the company, in the eventof its being wound up while he is a member or within one year after he ceases to be a member,for payment of the debts and liabilities of the company contracted before he ceases to be amember and of the costs, charges and expenses of winding up and for adjustment of the rights ofthe contributories among themselves, such amount as may be required not exceeding a specifiedamount;

(f) if the company is an unlimited company, that the liability of the members is unlimited;

(g) the full names, addresses and occupations of the subscribers thereto; and

(h) that such subscribers are desirous of being formed into a company in pursuance of thememorandum and (where the company is to have a share capital) respectively agree to take thenumber of shares in the capital of the company set out opposite their respective names.

(1A) On the date of commencement of section 8 (b) of the Companies (Amendment) Act 2005, anyprovision (or part thereof) then subsisting in the memorandum of any company which states -

(a) the amount of share capital with which the company proposes to be or is registered; or

(b) the division of the share capital of the company into shares of a fixed amount, shall, in sofar as it relates to the matters referred to in either or both of paragraphs (a) and (b), bedeemed to be deleted.

(2) Each subscriber to the memorandum shall, if the company is to have a share capital, make adeclaration to the Registrar, either by himself or through a prescribed person authorised byhim, as to the number of shares (not being less than one) that he agrees to take.

(3) A statement in the memorandum of a company limited by shares that the liability of membersis limited shall mean that the liability of the members is limited to the amount, if any, unpaidon the shares respectively held by them.

(4) A copy of the memorandum, duly signed by the subscribers and stating, if the company is tohave a share capital, the number of shares that each subscriber has agreed to take, shall bekept at the registered office of the company.

Division 2 - Powers

Division 2 - Powers

Capacity and powers of company

23.

-(1) Subject to the provisions of this Act and any other written law and its memorandum orarticles of association, a company has -

(a) full capacity to carry on or undertake any business or activity, do any act or enter intoany transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.


(1A) A company may have the objects of the company included in its memorandum.

(1B) The memorandum or articles of association of a company may contain a provision restrictingits capacity, rights, powers or privileges.

Restriction as to power of certain companies to hold lands.

(2) A company formed for the purpose of providing recreation or amusement or promoting commerce,industry, art, science, religion or any other like object not involving the acquisition of gainby the company or by its individual members shall not acquire any land without the approval ofthe Minister but the Minister may empower any such company to hold lands in such quantity andsubject to such conditions as he thinks fit.

(3) Notice of a decision of the Minister under subsection (2) shall be given by the Registrar onbehalf of the Minister to the company.

(4) The decision of the Minister under subsection (2) shall be final and shall not be called inquestion by any court.

(5) Upon the application of a company and payment of the prescribed fee, the Registrar shallissue to the company a certificate confirming the decision under subsection (2).

Power of company to provide for employees on cessation of business.

24.

-(1) The powers of a company shall, if they would not otherwise do so, be deemed to includepower to make provision, in connection with any cessation of the whole or any part of thebusiness carried on by the company or any subsidiary of the company, for the benefit of personsemployed or formerly employed by the company or its subsidiary.

(2) Subsection (1) relates only to the capacity of a company as a body corporate and is withoutprejudice to any provision in a company's memorandum or articles requiring any exercise of thepower mentioned in that subsection to be approved by the company in general meeting or otherwiseprescribing the manner in which that power is to be exercised.

Ultra vires transactions.

25.

-(1) No act or purported act of a company (including the entering into of an agreement by thecompany and including any act done on behalf of a company by an officer or agent of the companyunder any purported authority, whether express or implied, of the company) and no conveyance ortransfer of property, whether real or personal, to or by a company shall be invalid by reasononly of the fact that the company was without capacity or power to do such act or to execute ortake such conveyance or transfer.

(2) Any such lack of capacity or power may be asserted or relied upon only in -

(a) proceedings against the company by any member of the company or, where the company hasissued debentures secured by a floating charge over all or any of the company's property, by theholder of any of those debentures or the trustee for the holders of those debentures to restrainthe doing of any act or acts or the conveyance or transfer of any property to or by the company;

(b) any proceedings by the company or by any member of the company against the present or former


officers of the company; or

(c) any application by the Minister to wind up the company.

(3) If the unauthorised act, conveyance or transfer sought to be restrained in any proceedingsunder subsection (2) (a) is being or is to be performed or made pursuant to any contract towhich the company is a party, the Court may, if all the parties to the contract are parties tothe proceedings and if the Court considers it to be just and equitable, set aside and restrainthe performance of the contract and may allow to the company or to the other parties to thecontract, as the case requires, compensation for the loss or damage sustained by either of themwhich may result from the action of the Court in setting aside and restraining the performanceof the contract but anticipated profits to be derived from the performance of the contract shallnot be awarded by the Court as a loss or damage sustained.

No constructive notice

25A.

Notwithstanding anything in the memorandum or articles of a company, a person is not affectedby, or deemed to have notice or knowledge of the contents of, the memorandum or articles of, orany other document relating to, the company merely because -

(a) the memorandum, articles or document is registered by the Registrar; or

(b) the memorandum, articles or document is available for inspection at the registered office ofthe company.

General provisions as to alteration of memorandum.

26.

-(1) Unless otherwise provided in this Act, the memorandum of a company may be altered byspecial resolution.

(1A) Subsection (1) is subject to section 26A and to any provision included in the memorandum ofa company in accordance with that section.

(1B) Notwithstanding subsection (1), a provision contained in the memorandum of a companyimmediately before the date of commencement of the Companies (Amendment) Act 2004 and whichcould not be altered under the provisions of this Act in force immediately before that date, maybe altered only if all the members of the company agree.

(2) In addition to observing and subject to any other provision of this Act requiring thelodging with the Registrar of any resolution of a company or order of the Court or otherdocument affecting the memorandum of a company, the company shall within 14 days after thepassing of any such resolution or the making of any such order lodge with the Registrar a copyof such resolution or other document or a copy of such order together with (unless the Registrardispenses therewith) a copy of the memorandum as altered, and if default is made in complyingwith this subsection the company and every officer of the company who is in default shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and alsoto a default penalty.

(3) The Registrar shall register every resolution, order or other document lodged with him underthis Act that affects the memorandum of a company and, where an order is so registered shallissue to the company a notice of the registration of that order.



(5) Notice of the registration shall be published in such manner, if any, as the Court or theRegistrar directs.

(6) The Registrar shall, where appropriate, issue a notice of incorporation in accordance withthe alteration made to the memorandum.

(7) Upon the application of a company and payment of the prescribed fee, the Registrar shallissue to the company a certificate, under his hand and seal, confirming the incorporation inaccordance with the alteration made to the memorandum.

Power to entrench provisions of memorandum and articles of company

26A.

-(1) An entrenching provision may -

(a) be included in the memorandum or articles with which a company is formed; and

(b) at any time be inserted in the memorandum or articles of a company only if all the membersof the company agree.

(2) An entrenching provision may be removed or altered only if all the members of the companyagree.

(3) The provisions of this Act relating to the alteration of the memorandum or articles of acompany are subject to any entrenching provision in the memorandum or articles of a company.

(4) In this section, "entrenching provision" means a provision of the memorandum or articles ofa company to the effect that other specified provisions of the memorandum or articles -

(a) may not be altered in the manner provided by this Act; or

(b) may not be so altered except -

(i) by a resolution passed by a specified majority greater than 75% (the minimum majorityrequired by this Act for a special resolution); or

(ii) where other specified conditions are met.

Names of companies.

27.

-(1) Except with the consent of the Minister, a company shall not be registered by a name thatin the opinion of the Registrar -

(a) is undesirable;

(b) is identical to that of any other company, limited liability partnership or corporation, orto a business name; or


(d) is a name of a kind that the Minister has directed the Registrar not to accept for


registration.

(2) Notwithstanding anything in this section and section 28 (other than section 28 (4)), wherethe Registrar is satisfied that the company has been registered (whether through inadvertence orotherwise and whether before, on or after the date of commencement of section 9 (a) of theCompanies (Amendment) Act 2005) by a name -

(a) which is referred to in subsection (1);

(b) which so nearly resembles the name of another company or corporation or a business name asto be likely to be mistaken for it; or

(c) the use of which has been restrained by an injunction granted under the Trade Marks Act(Cap. 332), the Registrar may direct the first-mentioned company to change its name, and thecompany shall comply with the direction within 6 weeks after the date of the direction or suchlonger period as the Registrar may allow, unless the direction is annulled by the Minister.

(2A) Any person may apply, in writing, to the Registrar to give a direction to a company undersubsection (2) on a ground referred to in that subsection; but the Registrar shall not considerany application to give a direction to a company on the ground referred to in subsection (2)(b)unless the Registrar receives the application within 12 months from the date of incorporation ofthe company.

(2B) If the company fails to comply with subsection (2), the company and its officers shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and alsoto a default penalty.

(2C) The Registrar may, if he is satisfied that the company to which the direction undersubsection (2) was given had applied for registration under that name in bad faith, require thecompany to pay the Registrar such fees as may be prescribed by the Minister, and such fees shallbe recoverable as a debt due to the Government.

(2D) The Registrar may, by publication in the Gazette, make such rules as he considersappropriate for the purposes of determining the matters referred to in subsections (1) and (2).

(3) In this section and section 28, "business name" has the meaning assigned to that expressionin the Business Registration Act.

(4) For the purpose of subsection (2), the reference to a corporation therein shall include areference to a corporation whether or not it is registered under Division 2 of Part XI.

(5) A company aggrieved by the decision of the Registrar under subsection (2) or (2C) may within30 days of the date of the decision appeal to the Minister whose decision shall be final.

(5A) For the avoidance of doubt, where the Registrar makes a decision under subsection (2) orthe Minister makes a decision under subsection (5), he shall accept as correct any decision ofthe High Court to grant an injunction referred to in subsection (2) (c).

(6) The Minister shall cause a direction given by him under subsection (1) to be published inthe Gazette.

(7) Subject to section 29, a limited company shall have either "Limited" or "Berhad" as part ofand at the end of its name.


(8) A private company shall have the word "Private" or "Sendirian" as part of its name, insertedimmediately before the word "Limited" or "Berhad" or, in the case of an unlimited company, atthe end of its name.

(9) It shall be lawful to use and no description of a company shall be deemed inadequate orincorrect by reason of the use of -

(a) the abbreviation "Pte." in lieu of the word "Private" or the abbreviation "Sdn." in lieu ofthe word "Sendirian" contained in the name of a company;

(b) the abbreviation "Ltd." in lieu of the word "Limited" or the abbreviation "Bhd." in lieu ofthe word "Berhad" contained in the name of a company; or

(c) any of such words in lieu of the corresponding abbreviation contained in the name of acompany.

(10) A person may apply in the prescribed form to the Registrar for the reservation of a nameset out in the application as -

(a) the name of an intended company;

(b) the name to which a company proposes to change its name; or

(c) the name under which a foreign company proposes to be registered, either originally or onchange of name.

(11) A company shall not be registered under section 19 (3) and the Registrar shall not approvethe change of name of a company under section 28 (2) unless the name which it is proposed to beregistered or the proposed new name, as the case may be, has been reserved under subsection(12).

(12) If the Registrar is satisfied as to the bona fides of the application and that the proposedname is a name by which the intended company, company or foreign company could be registered -

(a) without contravention of subsection (1) in the case of a company (whether originally or uponchange of name); and

(b) without contravention of section 378 in the case of a foreign company (whether originally orupon change of name), he shall reserve the proposed name for a period of two months from thedate of the lodging of the application.

(13) If, at any time during a period for which a name is reserved, application is made to theRegistrar for an extension of that period and the Registrar is satisfied as to the bona fides ofthe application, he may extend that period for a further period of two months.

(14) During a period for which a name is reserved, no company (other than the intended companyin respect of which the name is reserved) shall be registered under this Act, whether originallyor on change of name, under the reserved name.

(15) The reservation of a name under this section in respect of an intended company, company orforeign company does not in itself entitle the intended company, company or foreign company tobe registered by that name, either originally or on change of name.

Change of name.


28.

-(1) A company may by special resolution resolve that its name should be changed to a name bywhich the company could have been registered without contravention of section 27 (1).

(2) If the Registrar approves the name which the company has resolved should be its new name, heshall register the company under the new name and issue to the company a notice of incorporationof the company under the new name and, upon the issue of such notice, the change of name shallbecome effective.

(3) If the name of a company is, whether through inadvertence or otherwise or whether originallyor by a change of name -

(a) a name by which the company could not be registered without contravention of section 27 (1);

(b) a name that so nearly resembles the name of another company or corporation or a businessname as to be likely to be mistaken for it; or

(c) a name the use of which has been restrained by an injunction granted under the Trade MarksAct (Cap.332), the company may by special resolution change its name to a name that is notreferred to in paragraph (a), (b) or (c) and, if the Registrar so directs, shall so change itwithin 6 weeks after the date of the direction or such longer period as the Registrar may allow,unless the direction is annulled by the Minister.

(3A) Any person may apply in writing to the Registrar to give a direction to a company undersubsection (3) on a ground referred to in that subsection; but the Registrar shall not considerany application to give a direction to a company on the ground referred to in subsection (3) (b)unless the Registrar receives the application within 12 months from the date of change of nameof the company.

(3B) If the company fails to comply with subsection (3), the company and its officers shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and alsoto a default penalty.

(3C) The Registrar may, if he is satisfied that the company to which the direction undersubsection (3) was given had applied for registration under the name first-mentioned in thatsubsection in bad faith, require the company to pay the Registrar such fees as may be prescribedby the Minister, and such fees shall be recoverable as a debt due to the Government.

(3D) A company aggrieved by the decision of the Registrar under subsection (3) or (3C) maywithin 30 days of the date of the decision appeal to the Minister whose decision shall be final.

(3E) For the avoidance of doubt, where the Registrar makes a decision under subsection (3) orthe Minister makes a decision under subsection (3D), he shall accept as correct any decision ofthe High Court to grant an injunction referred to in subsection (3) (c).

(4) Where the name of a company incorporated pursuant to any corresponding previous written lawhas not been changed since 29th December 1967, the Registrar shall not, except with the approvalof the Minister, exercise his power under subsection (3) to direct the company to change itsname.

(5) Upon the application of a company and payment of the prescribed fee, the Registrar shallissue to the company a certificate, under his hand and seal, confirming the incorporation of thecompany under the new name.


(6) A change of name pursuant to this Act shall not affect the identity of the company or anyrights or obligations of the company or render defective any legal proceedings by or against thecompany, and any legal proceedings that might have been continued or commenced by or against itby its former name may be continued or commenced by or against it by its new name.

Omission of "Limited" or "Berhad" in name of charitable and other companies.

29.

-(1) Where it is proved to the satisfaction of the Minister that a proposed limited company isbeing formed for the purpose of providing recreation or amusement or promoting commerce,industry, art, science, religion, charity, pension or superannuation schemes or any other objectuseful to the community, that it has some basis of national or general public interest and thatit is in a financial position to carry out the objects for which it is to be formed and willapply its profits (if any) or other income in promoting its objects and will prohibit thepayment of any dividend to its members, the Minister may (after requiring, if he thinks fit, theproposal to be advertised in such manner as he directs either generally or in a particular case)approve that it be registered as a company with limited liability without the addition of theword "Limited" or "Berhad" to its name, and the company may be registered accordingly.

(2) Where it is proved to the satisfaction of the Minister -

(a) that the objects of a limited company are restricted to those specified in subsection (1)and to objects incidental or conducive thereto;

(b) that the company has some basis of national or general public interest;

(c) that the company is in a financial position to carry out the objects for which it wasformed; and

(d) that by its constitution the company is required to apply its profits, if any, or otherincome in promoting its objects and is prohibited from paying any dividend to its members, theMinister may grant his approval to the company to change its name to a name which does notcontain the word "Limited" or "Berhad", being a name approved by the Registrar.

(3) The Minister may grant his approval on such conditions as the Minister thinks fit, and thoseconditions shall be binding on the company and shall, if the Minister so directs, be inserted inthe memorandum or articles of the company and the memorandum or articles may by specialresolution be altered to give effect to any such direction.

(4) Where the memorandum or articles of a company include, as a result of a direction of theMinister given pursuant to subsection (3) or pursuant to any corresponding previous written law,a provision that the memorandum or articles shall not be altered except with the consent of theMinister, the company may, with the consent of the Minister, by special resolution alter anyprovision of the memorandum or articles.

(5) A company shall, while an approval granted under this section to it is in force, be exemptedfrom complying with the provisions of this Act relating to the use of the word "Limited" or"Berhad" as any part of its name.

(6) Any approval granted under this section may at any time be revoked by the Minister and, uponrevocation, the Registrar shall enter the word "Limited" or "Berhad" at the end of the name ofthe company upon the register, and the company shall thereupon cease to enjoy the exemptiongranted by reason of the approval under this section but before the approval is so revoked the


Minister shall give to the company notice in writing of his intention and shall afford it anopportunity to be heard.

(7) Where the approval of the Minister under this section is revoked the memorandum or articlesof the company may be altered by special resolution so as to remove any provision in or to theeffect that the memorandum or articles may be altered only with the consent of the Minister.

(8) Notice of any approval under this section shall be given by the Registrar on behalf of theMinister to the company or proposed limited company.

(9) Upon the application of the company or proposed limited company and payment of theprescribed fee, the Registrar shall issue to the company or proposed limited company acertificate confirming the approval under this section.

Registration of unlimited company as limited company, etc.

30.

-(1) Subject to this section -

(a) an unlimited company may convert to a limited company if it was not previously a limitedcompany that became an unlimited company in pursuance of paragraph (b); and

(b) a limited company may convert to an unlimited company if it was not previously an unlimitedcompany that became a limited company in pursuance of paragraph (a) or any correspondingprevious written law.

(2) Where a company applies to the Registrar for a change of status as provided by subsection(1) and, subject to section 33 (8) and (9) as applied by subsection (7), lodges with theapplication the prescribed documents relating to the application, the Registrar shall, uponregistration of such prescribed documents so lodged as are registrable under this Act, issue tothe company a notice of incorporation -

(a) appropriate to the change of status applied for; and

(b) specifying, in addition to the particulars prescribed in respect of a notice ofincorporation of a company of that status, that the notice is issued in pursuance of thissection, and, upon the issue of such a notice of incorporation, the company shall be deemed tobe a company having the status specified therein.

(3) Where the status of a company is changed in pursuance of this section, notice of the changeof status shall be published in such manner, if any, as the Registrar may direct.

(3A) Upon the application of the company and payment of the prescribed fee, the Registrar shallissue to the company a certificate, under his hand and seal, confirming the incorporation of thecompany with the new status.

(4) In subsection (2), "prescribed documents", in relation to an application referred to in thatsubsection, means -

(a) a copy of a special resolution of the company -

(i) resolving to change the status of the company and specifying the status sought;

(ii) making such alterations to the memorandum of the company as are necessary to bring the


memorandum into conformity with the requirements of this Act relating to the memorandum of acompany of the status sought;

(iii) making - where the company has registered articles - such alterations and additions to thearticles, if any, as are necessary to bring the articles into conformity with the requirementsof this Act relating to the articles of a company of the status sought;

(iv) adopting - where the company has no registered articles - such articles, if any, as arerequired by this Act to be registered in respect of a company of the status sought or areproposed by the company as the registered articles of the company upon the change in its status;and

(v) changing the name of the company to a name by which it could be registered if it were acompany of the status sought;

(b) where, by a special resolution referred to in paragraph (a), the memorandum of the companyis altered or the articles of the company are altered or added to, or articles are adopted bythe company - a copy of the memorandum as altered, the articles as altered or added to, or thearticles adopted, as the case may be; and

(c) in the case of an application by a limited company to convert to an unlimited company -

(i) the prescribed form of assent to the application subscribed by or on behalf of all themembers of the company; and

(ii) a declaration by or on behalf of a director or the secretary of the company, or aprescribed person authorised by the company, verifying that the persons by whom or on whosebehalf such a form of assent is subscribed constitute the whole membership of the company and,if a member has not subscribed the form himself, that the director, secretary or prescribedperson making the declaration has taken all reasonable steps to satisfy himself that each personwho subscribed the form was lawfully empowered to do so.

(5) Section 26 (2) to (6) shall not apply to or in relation to an application under this sectionor to any prescribed documents in relation to the application.

(6) A special resolution passed for the purposes of an application under this section shall takeeffect only upon the issue under this section of a notice of incorporation of the company towhich the resolution relates.

(7) With such modifications as may be necessary, section 33 (except subsection (1) thereof)applies to and in respect of the proposal, passing and lodging, and the cancellation orconfirmation by the Court, of a special resolution relating to a change of status as if it werea special resolution under that section.

(8) A change in the status of a company in pursuance of this section does not operate -

(a) to create a new legal entity;

(b) to prejudice or affect the identity of the body corporate constituted by the company or itscontinuity as a body corporate;

(c) to affect the property, or the rights or obligations, of the company; or

(d) to render defective any legal proceedings by or against the company, any legal proceedings


that could have been continued or commenced by or against it prior to the change in its statusmay, notwithstanding the change in its status, be continued or commenced by or against it afterthe change in its status.

Change from public to private company.

31.

-(1) A public company having a share capital may convert to a private company by lodging withthe Registrar a copy of a special resolution -

(a) determining to convert to a private company and specifying an appropriate alteration to itsname; and

(b) altering the provisions of its memorandum or articles so far as is necessary to impose therestrictions and limitations referred to in section 18 (1).

Change from private to public company.

(2) A private company may, subject to its memorandum or articles, convert to a public company bylodging with the Registrar -

(a) a copy of a special resolution determining to convert to a public company and specifying anappropriate alteration to its name;

(b) a statement in lieu of prospectus; and

(c) a declaration in the prescribed form verifying that section 61 (2) (b) has been compliedwith, and thereupon the restrictions and limitations referred to in section 18 (1) as includedin or deemed to be included in the memorandum or articles of such company shall cease to formpart of the memorandum or articles.

(3) On compliance by a company with subsection (1) or (2) and on the issue of a notice ofincorporation of the company altered accordingly the company shall be a private company or apublic company (as the case requires).

(3A) The company shall, within one month of the issue of the notice of incorporation referred toin subsection (3), lodge with the Registrar in the prescribed form a list of persons holdingshares in the company.

(4) A conversion of a company pursuant to subsection (1) or (2) shall not affect the identity ofthe company or any rights or obligations of the company or render defective any legalproceedings by or against the company, and any legal proceedings that could have been continuedor commenced by or against it prior to the conversion may, notwithstanding any change in thecompany's name or capacity in consequence of the conversion, be continued or commenced by oragainst it after the conversion.

(5) Upon the application of the company and payment of the prescribed fee, the Registrar shallissue to the company a certificate, under his hand and seal, confirming the incorporation of thecompany with the new status.

Default in complying with requirements as to private companies.

32.



(2) Where -

(a) default has been made in relation to a private company in complying with a limitation of akind specified in section 18 (1) (b) that is included, or is deemed to be included in thememorandum or articles of the company;


(c) the memorandum or articles of a private company have been so altered that they no longerinclude restrictions or limitations of the kinds specified in section 18 (1); or

(d) a private company has ceased to have a share capital, the Registrar may by notice served onthe company determine that, on such date as is specified in the notice, the company ceased to bea private company.

(3) Where, under this section, the Court or the Registrar determines that a company has ceasedto be a private company -

(a) the company shall be a public company and shall be deemed to have been a public company onand from the date specified in the order or notice;

(b) the company shall, on the date so specified be deemed to have changed its name by theomission from its name of the word "Private" or the word "Sendirian", as the case requires; and

(c) the company shall, within a period of 14 days after the date of the order or the notice,lodge with the Registrar -

(i) a statement in lieu of prospectus; and

(ii) a declaration in the prescribed form verifying that section 61 (2) (b) has been compliedwith.

(iii) Deleted by Act 21/2005, wef 30/01/2005.

(4) Where the Court is satisfied that a default or alteration referred to in subsection (2) hasoccurred but that it was accidental or due to inadvertence or to some other sufficient cause orthat on other grounds it is just and equitable to grant relief, the Court may, on such terms andconditions as to the Court seem just and expedient, determine that the company has not ceased tobe a private company.

(5) A company that, by virtue of a determination made under this section, has become a publiccompany shall not convert to a private company without the leave of the Court.

(6) If default is made in complying with subsection (3) (c), the company and every officer ofthe company who is in default shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $2,000 and also to a default penalty.


(8) Where default is made in relation to a private company in complying with any restriction orlimitation of a kind specified in section 18 (1) that is included, or deemed to be included, inthe memorandum or articles of the company, the company and every officer of the company who isin default shall be guilty of an offence and shall be liable on conviction to a fine not


exceeding $5,000 or to imprisonment for a term not exceeding one year.

Alterations of objects in memorandum.

33.

-(1) Subject to this section, a company may by special resolution alter the provisions of itsmemorandum with respect to the objects of the company, if any.

(2) Where a company proposes to alter its memorandum, with respect to the objects of thecompany, it shall give by post 21 days' written notice specifying the intention to propose theresolution as a special resolution and to submit it for passing to a meeting of the company tobe held on a day specified in the notice.

(3) The notice shall be given to all members, and to all trustees for debenture holders and, ifthere are no trustees for any class of debenture holders, to all debenture holders of that classwhose names are, at the time of the posting of the notice, known to the company.

(4) The Court may in the case of any person or class of persons for such reasons as to it seemsufficient dispense with the notice required by subsection (2).

(5) If an application for the cancellation of an alteration is made to the Court in accordancewith this section by -

(a) the holders of not less in the aggregate than 5% of the total number of issued shares of thecompany or any class of those shares or, if the company is not limited by shares, not less than5% of the company's members; or

(b) the holders of not less than 5% in nominal value of the company's debentures, the alterationshall not have effect except so far as it is confirmed by the Court.

(5A) For the purposes of subsection (5), any of the company's issued share capital held astreasury shares shall be disregarded.

(6) The application shall be made within 21 days after the date on which the resolution alteringthe company's objects was passed, and may be made on behalf of the persons entitled to make theapplication by such one or more of their number as they appoint in writing for the purpose.

(7) On the application, the Court -

(a) shall have regard to the rights and interests of the members of the company or of any classof them as well as to the rights and interests of the creditors;

(b) may if it thinks fit adjourn the proceedings in order that an arrangement may be made to thesatisfaction of the Court for the purchase (otherwise than by the company) of the interests ofdissentient members;

(c) may give such directions and make such orders as it thinks expedient for facilitating orcarrying into effect any such arrangement; and

(d) may make an order cancelling the alteration or confirming the alteration either wholly or inpart and on such terms and conditions as it thinks fit.

(8) Notwithstanding any other provision of this Act, a copy of a resolution altering the objectsof a company shall not be lodged with the Registrar before the expiration of 21 days after the


passing of the resolution or if any application to the Court has been made before theapplication has been determined by the Court, whichever is the later.

(9) A copy of the resolution shall be lodged with the Registrar by the company within 14 daysafter the expiration of the 21 days referred to in subsection (8), but if an application hasbeen made to the Court in accordance with this section the copy shall be lodged with theRegistrar together with a copy of the order of the Court within 14 days after the applicationhas been determined by the Court.

(10) On compliance by a company with subsection (9) the alteration, if any, of the objects shalltake effect.

(11) For the avoidance of doubt, a reference in this section to the alteration of any provisionof the memorandum of a company or the alteration of the objects of a company includes theremoval of that provision or of all or any of those objects.

Alteration of memorandum by company pursuant to repeal and re-enactment of sections 10 and 14 ofResidential Property Act

34.

-(1) Where the memorandum of a company contains any of the provisions referred to in section 10(1) of the Residential Property Act (Cap. 274) in force immediately before the date ofcommencement of section 9 of the Residential Property (Amendment) Act 2006, the company may, byspecial resolution, amend its memorandum to remove that provision.

(2) Where the memorandum of a company contains a provision to the effect that its memorandum orarticles of association shall not be altered to remove any of the provisions referred to insection 10 (1) of the Residential Property Act in force immediately before the date ofcommencement of section 9 of the Residential Property (Amendment) Act 2006 except in accordancewith the requirements of that Act-

(a) that provision shall cease to have effect as from that date; and

(b) the company may, by special resolution, amend its memorandum to remove that provision.

Articles of association.

35.

-(1) There may in the case of a company limited by shares and there shall in the case of acompany limited by guarantee or an unlimited company be registered with the memorandum, articlessigned by the subscribers to the memorandum prescribing regulations for the company.

(2) Articles shall comply with such requirements as may be prescribed.


(4) In the case of an unlimited company or a company limited by guarantee the articles shallstate the number of members with which the company proposes to be registered.

(5) Where a company to which subsection (4) applies changes the number of its members so that itis different from the registered number, the company shall, within 14 days after the date onwhich the change was resolved or took place, lodge with the Registrar notice of the change inthe prescribed form.


(6) Every company which makes default in complying with subsection (5) and every officer of thecompany who is in default in complying with that subsection shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

Adoption of Table A in Fourth Schedule.

36.

-(1) Articles may adopt all or any of the regulations contained in Table A.

(2) In the case of a company limited by shares incorporated after 29th December 1967, ifarticles are not registered, or if articles are registered then, in so far as the articles donot exclude or modify the regulations contained in Table A, those regulations shall so far asapplicable be the articles of the company in the same manner and to the same extent as if theywere contained in registered articles.

Alteration of articles.

37.

-(1) Subject to this Act (in particular section 26A and any provision included in its articlesin accordance with that section) and to any conditions in its memorandum, a company may byspecial resolution alter or add to its articles.

(2) Any alteration or addition so made in the articles shall, subject to this Act, on and fromthe date of the special resolution or such later date as is specified in the resolution, be asvalid as if originally contained therein and be subject in like manner to alteration by specialresolution.

(3) Subject to this section, any company shall have the power and shall be deemed always to havehad the power to amend its articles by the adoption of all or any of the regulations containedin Table A, by reference only to the regulations in that Table or to the numbers of particularregulations contained therein, without being required in the special resolution affecting theamendment to set out the text of the regulations so adopted.

As to memorandum and articles of companies limited by guarantee.

38.

-(1) In the case of a company limited by guarantee every provision in the memorandum or articlesor in any resolution of the company purporting to give any person a right to participate in thedivisible profits of the company, otherwise than as a member, shall be void.

(2) For the purposes of the provisions of this Act relating to the memorandum of a companylimited by guarantee and of this section, every provision in the memorandum or articles or inany resolution of a company limited by guarantee purporting to divide the undertaking of thecompany into shares or interests shall be treated as a provision for a share capitalnotwithstanding that the number of the shares or interests is not specified thereby.

Effect of memorandum and articles.

39.

-(1) Subject to this Act, the memorandum and articles shall when registered bind the company andthe members thereof to the same extent as if they respectively had been signed and sealed byeach member and contained covenants on the part of each member to observe all the provisions ofthe memorandum and of the articles.


(2) All money payable by any member to the company under the memorandum or articles shall be adebt due from him to the company.

As to effect of alterations on members who do not consent.

(3) Notwithstanding anything in the memorandum or articles of a company, no member of thecompany, unless either before or after the alteration is made he agrees in writing to be boundthereby, shall be bound by an alteration made in the memorandum or articles after the date onwhich he became a member so far as the alteration requires him to take or subscribe for moreshares than the number held by him at the date on which the alteration is made or in any wayincreases his liability as at that date to contribute to the share capital of or otherwise topay money to the company.

Copies of memorandum and articles.

40.

-(1) A company shall, on being so required by any member, send to him a copy of the memorandumand of the articles, if any, subject to payment of $5 or such lesser sum as is fixed by thedirectors.

(2) Where an alteration is made in the memorandum or articles of a company, a copy of thememorandum or articles shall not be issued by the company after the date of alteration unless -

(a) the copy is in accordance with the alteration; or

(b) a printed copy of the order or resolution making the alteration is annexed to the copy ofthe memorandum or articles and the particular clauses or articles affected are indicated in ink.

(3) Where an agreement required to be lodged with the Registrar under section 186 affects thememorandum or articles of a company, a copy of the memorandum or articles shall not be issued bythe company after the agreement is entered into unless a copy of the agreement is annexed to thecopy of the memorandum or articles.

(4) If default is made in complying with this section the company and every officer of thecompany who is in default shall be guilty of an offence.

Ratification by company of contracts made before incorporation.

41.

-(1) Any contract or other transaction purporting to be entered into by a company prior to itsformation or by any person on behalf of a company prior to its formation may be ratified by thecompany after its formation and thereupon the company shall become bound by and entitled to thebenefit thereof as if it had been in existence at the date of the contract or other transactionand had been a party thereto.

(2) Prior to ratification by the company the person or persons who purported to act in the nameor on behalf of the company shall in the absence of express agreement to the contrary bepersonally bound by the contract or other transaction and entitled to the benefit thereof.

Form of contract.

(3) Contracts on behalf of a corporation may be made as follows:

(a) a contract which if made between private persons would by law be required to be in writing


under seal may be made on behalf of the corporation in writing under the common seal of thecorporation;

(b) a contract which if made between private persons would by law be required to be in writingsigned by the parties to be charged therewith may be made on behalf of the corporation inwriting signed by any person acting under its authority, express or implied;

(c) a contract which if made between private persons would by law be valid although made byparol only (and not reduced into writing) may be made by parol on behalf of the corporation byany person acting under its authority, express or implied, and any contract so made shall beeffectual in law and shall bind the corporation and its successors and all other parties theretoand may be varied or discharged in the manner in which it is authorised to be made.

Authentication of documents.

(4) A document or proceeding requiring authentication by a corporation may be signed by anauthorised officer of the corporation and need not be under its common seal.

Execution of deeds.

(5) A corporation may by writing under its common seal empower any person, either generally orin respect of any specified matters, as its agent or attorney to execute deeds on its behalf anda deed signed by such an agent or attorney on behalf of the corporation and under his seal, or,subject to subsection (7), under the appropriate official seal of the corporation shall bind thecorporation and have the same effect as if it were under its common seal.

(6) The authority of any such agent or attorney shall as between the corporation and any persondealing with him continue during the period, if any, mentioned in the instrument conferring theauthority, or if no period is therein mentioned then until notice of the revocation ordetermination of his authority has been given to the person dealing with him.

Official seal for use abroad.

(7) A corporation whose objects require or comprise the transaction of business outsideSingapore may, if authorised by its articles, have for use in any place outside Singapore anofficial seal, which shall be a facsimile of the common seal of the corporation with theaddition on its face of the name of the place where it is to be used and the person affixing anysuch official seal shall, in writing under his hand, certify on the instrument to which it isaffixed the date on which and the place at which it is affixed.

Authority of agent of a corporation need not be under seal, unless seal required by law offoreign state.(8) The fact that a power of attorney or document of authorisation given to or in favour of thedonee of the power or agent of a corporation is not under seal shall not, if such power ofattorney or document of authorisation is valid as a power of attorney or document ofauthorisation in accordance with the laws of the country under which such corporation isincorporated, affect for any purpose intended to be effected in Singapore the validity or effectof any instrument under seal executed on behalf of that corporation by such donee of the poweror agent, which shall for all such purposes whatsoever be as valid as if such authority had beenunder seal.

Retrospective application.

(9) Subsection (8) shall also apply to every instrument under seal executed before 15th May 1987


on behalf of any corporation by a donee of a power or an agent of that corporation whoseauthority was not under seal.

42.

Deleted by Act 5/2004, wef 01/04/2004.

Company or foreign company with a charitable purpose which contravenes the Charities Act orregulations made thereunder may be wound up or struck off the register.

42A.

-(1) This section shall apply to a company or a foreign company -

(a) that is registered under the Charities Act; or

(b) that has as its sole object or one of its principal objects a charitable purpose connectedwith persons, events or objects outside Singapore.

(2) A company or foreign company to which this section applies that is convicted of an offenceunder the Charities Act or any regulations made thereunder shall be deemed to be a company orforeign company, as the case may be, that is being used for purposes prejudicial to publicwelfare and may be liable, in the case of a company, to be wound up by the Court under section254 (1) (m) or, in the case of a foreign company, to have its name struck off the register bythe Registrar under section 377 (8).

(3) In this section, "charitable purpose" means any charitable purpose or object or any otherreligious, public or social purpose or object, whether or not charitable under the law ofSingapore.

PART IV SHARES, DEBENTURES AND CHARGES

DIVISION 1

PART IV SHARES, DEBENTURES AND CHARGES

DIVISION 1

Repealed by S 236/2002, wef 01/07/2002.

Division 2 - Restrictions on allotment and commencement of business

Division 2 - Restrictions on allotment and commencement of business

57.

Repealed by S 236/2002, wef 01/07/2002.

58.

Repealed by S 236/2002, wef 01/07/2002.

Restriction on allotment in certain cases.

59.

-(1) A public company having a share capital which does not issue a prospectus on or withreference to its formation shall not allot any of its shares or debentures unless at least 3days before the first allotment of either shares or debentures there has been lodged with theRegistrar a statement in lieu of prospectus which complies with the requirements of this Act.

(2) If default is made in complying with this section the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000 or to imprisonment for a term not exceeding one year.


(3) Every director of a company who knowingly contravenes or permits or authorises thecontravention of subsection (1) shall -

(a) be guilty of an offence; and

(b) be liable in addition to the penalty or punishment for the offence to compensate the companyand allottee respectively for any loss, damages or costs which the company or allottee hassustained or incurred thereby.

(4) No proceedings for the recovery of any compensation referred to in subsection (3) (b) shallbe commenced after the expiration of 2 years from the date of the allotment.

Requirements as to statements in lieu of prospectus.

60.

-(1) To comply with the requirements of this Act a statement in lieu of prospectus lodged by oron behalf of a company -

(a) shall be signed by every person who is named therein as a director or a proposed director ofthe company or by his agent authorised in writing;

(b) shall, subject to Part III of the Sixth Schedule, be in the form of and state the mattersspecified in Part I of that Schedule and set out the reports specified in Part II of thatSchedule; and

(c) shall, where the persons making any report specified in Part II of that Schedule have madetherein or have, without giving the reasons, indicated therein any such adjustments as arementioned in paragraph 5 of Part III of that Schedule, have endorsed thereon or attached theretoa written statement signed by those persons setting out the adjustments and giving the reasonstherefor.

(2) The Registrar shall not accept for registration any statement in lieu of prospectus unlessit appears to him to comply with the requirements of this Act.

(3) Where in any statement in lieu of prospectus there is any untrue statement or wilful non-disclosure any director who signed the statement in lieu of prospectus shall unless he proveseither that the untrue statement or non-disclosure was immaterial or that he had reasonableground to believe and did up to that time of the delivery for registration of the statement inlieu of prospectus believe that the untrue statement was true or the non-disclosure immaterial,be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or toimprisonment for a term not exceeding one year or to both.

Restrictions on commencement of business in certain circumstances.

61.

-(1) Where a company having a share capital has issued a prospectus inviting the public tosubscribe for its shares, the company shall not commence any business or exercise any borrowingpower -

(a) if any money is or may become liable to be repaid to applicants for any shares or debenturesoffered for public subscription by reason of any failure to apply for or obtain permission forlisting for quotation on any securities exchange; or


(b) unless -

(i) shares held subject to the payment of the whole amount thereof in cash have been allotted toan amount not less in the whole than the minimum subscription;

(ii) every director has paid to the company on each of the shares taken or contracted to betaken by him, and for which he is liable to pay in cash, a proportion equal to the proportionpayable on application and allotment on the shares offered for public subscription; and

(iii) there has been lodged with the Registrar a declaration in the prescribed form by -

(A) the secretary or one of the directors of the company; or

(B) a prescribed person authorised by the company, verifying that sub-paragraphs (i) and (ii)have been complied with.

(2) Where a public company having a share capital has not issued a prospectus inviting thepublic to subscribe for its shares, the company shall not commence any business or exercise anyborrowing power unless -

(a) there has been lodged with the Registrar a statement in lieu of prospectus which complieswith the provisions of this Act;

(b) every director of the company has paid to the company on each of the shares taken orcontracted to be taken by him, and for which he is liable to pay in cash, a proportion equal tothe proportion payable on application and allotment on the shares payable in cash; and

(c) there has been lodged with the Registrar a declaration in the prescribed form by -

(i) the secretary or one of the directors of the company; or

(ii) a prescribed person authorised by the company, verifying that paragraph (b) has beencomplied with.

(3) The Registrar shall, on the lodgment of the declaration under subsection (1) (b) (iii) or(2) (c), as the case may be, issue a notice in the prescribed form that the company is entitledto commence business and to exercise its borrowing powers; and that notice shall be conclusiveevidence of the matters stated in it.

(4) Any contract made by a company before the date on which it is entitled to commence businessshall be provisional only and shall not be binding on the company until that date, and on thatdate it shall become binding.

(5) Where shares and debentures are offered simultaneously by a company for subscription,nothing in this section shall prevent the receipt by the company of any money payable onapplication for the debentures.

(6) If any company commences business or exercises borrowing powers in contravention of thissection every person who is responsible for the contravention shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.

(7) Upon the application of a company which has received a notice under subsection (3) andpayment of the prescribed fee, the Registrar shall issue to the company a certificate, under hishand and seal, confirming that the company is entitled to commence business and to exercise its


borrowing powers, and that certificate shall be conclusive evidence of the matters stated in it.

Restriction on varying contracts referred to in prospectus, etc.

62.

A company shall not before the statutory meeting vary the terms of a contract referred to in theprospectus or statement in lieu of prospectus, unless the variation is made subject to theapproval of the statutory meeting.

Division 3 - Shares

Division 3 - Shares

No par value shares

62A.

-(1) Shares of a company have no par or nominal value.

(2) Subsection (1) shall apply to all shares, whether issued before, on or after the appointedday.

(3) In this section and section 62B, "appointed day" means the date of commencement of section15 of the Companies (Amendment) Act 2005.

Transitional provisions for section 62A

62B.

-(1) For the purpose of the operation of this Act on or after the appointed day in relation to ashare issued before that day -

(a) the amount paid on the share shall be the sum of all amounts paid to the company at any timefor the share (but not including any premium); and

(b) the amount unpaid on the share shall be the difference between the price of issue of theshare (but not including any premium) and the amount paid on the share.

(2) On the appointed day, any amount standing to the credit of a company's share premium accountand any amount standing to the credit of a company's capital redemption reserve shall becomepart of the company's share capital.

(3) Notwithstanding subsection (2), a company may use the amount standing to the credit of itsshare premium account immediately before the appointed day to -

(a) provide for the premium payable on redemption of debentures or redeemable preference sharesissued before that day;

(b) write off -

(i) the preliminary expenses of the company incurred before that day; or

(ii) expenses incurred, or commissions or brokerages paid or discounts allowed, on or beforethat day, for or on any duty, fee or tax payable on or in connection with any issue of shares ofthe company;

(c) pay up, pursuant to an agreement made before that day, shares which were unissued beforethat day and which are to be issued on or after that day to members of the company as fully paid


bonus shares;

(d) pay up in whole or in part the balance unpaid on shares issued before that day to members ofthe company; or

(e) pay dividends declared before that day, if such dividends are satisfied by the issue ofshares to members of the company.

(4) Notwithstanding subsection (2), if the company carries on insurance business in Singaporeimmediately before the appointed day, it may also apply the amount standing to the credit of itsshare premium account immediately before that day by appropriation or transfer to any fundestablished and maintained pursuant to the Insurance Act (Cap.142).

(5) Notwithstanding subsection (1), the liability of a shareholder for calls in respect of moneyunpaid on shares issued before the appointed day (whether on account of the par value of theshares or by way of premium) shall not be affected by the shares ceasing to have a par value.

(6) For the purpose of interpreting and applying, on or after the appointed day, a contract(including the memorandum and articles of the company) entered into before that day or a trustdeed or other document executed before that day -

(a) a reference to the par or nominal value of a share shall be a reference to -

(i) if the share is issued before that day, the par or nominal value of the share immediatelybefore that day;

(ii) if the share is issued on or after that day but shares of the same class were on issueimmediately before that day, the par or nominal value that the share would have had if it hadbeen issued then; or

(iii) if the share is issued on or after that day and shares of the same class were not on issueimmediately before that day, the par or nominal value determined by the directors, and areference to share premium shall be taken to be a reference to any residual share capital inrelation to the share;

(b) a reference to a right to a return of capital on a share shall be taken to be a reference toa right to a return of capital of a value equal to the amount paid in respect of the share's paror nominal value; and

(c) a reference to the aggregate par or nominal value of the company's issued share capitalshall be taken to be a reference to that aggregate as it existed immediately before that day as-

(i) increased to take account of the par or nominal value as defined in paragraph (a) of anyshares issued on or after that day; and

(ii) reduced to take account of the par or nominal value as defined in paragraph (a) of anyshares cancelled on or after that day.

(7) A company may -

(a) at any time before -

(i) the date it is required under section 197 (4) to lodge its first annual return after the


appointed day; or

(ii) the expiry of 6 months from the appointed day, whichever is the earlier; or

(b) within such longer period as the Registrar may, if he thinks fit in the circumstances of thecase, allow, file with the Registrar a notice in the prescribed form of its share capital.

(8) Unless a company has filed a notice of its share capital under subsection (7), the Registrarmay for the purposes of the records maintained by the Authority adopt, as the share capital ofthe company, the aggregate nominal value of the shares issued by the company as that valueappears in the Authority's records immediately before the appointed day.

Return as to allotments.

63.

-(1) Where a company makes any allotment of its shares, other than a deemed allotment, thecompany shall within 14 days thereafter lodge with the Registrar a return of the allotmentsstating -

(a) the number of the shares comprised in the allotment;

(b) the amount (if any) paid or deemed to be paid on the allotment of each share;

(ba) the amount (if any) unpaid on each share referred to in paragraph (b);

(c) where the capital of the company is divided into shares of different classes the class ofshares to which each share comprised in the allotment belongs; and

(d) the full name, identification, nationality (if such identification or nationality, as thecase may be, is required by the Registrar) and address of, and the number and class of sharesheld by -

(i) each of its members; or

(ii) if it has more than 50 members as a result of the allotment, each of the 50 members who,following the allotment, hold the most number of shares in the company (excluding treasuryshares).

(1A) A return of allotments referred to in subsection (1) by a company the shares of which arelisted on a stock exchange in Singapore need not state the particulars referred to in subsection(1) (d).

(2) In subsection (1), "identification" means in the case of a person issued with an identitycard, the number of his identity card and, in the case of a person not issued with an identitycard, particulars of his passport or such other similar evidence of identification as isavailable.


(4) Where shares are allotted as fully or partly paid up otherwise than in cash and theallotment is made pursuant to a contract in writing the company shall lodge with the return thecontract evidencing the entitlement of the allottee or a copy of any such contract certified asprescribed.


(5) If a certified copy of a contract is lodged the original contract duly stamped shall if theRegistrar so requests be produced at the same time to the Registrar.

(6) Where shares are allotted as fully or partly paid up otherwise than in cash and theallotment is made -

(a) pursuant to a contract not reduced to writing;

(b) pursuant to a provision in the memorandum or articles; or

(c) in satisfaction of a dividend declared in favour of, but not payable in cash to, theshareholders, or in pursuance of the application of moneys held by the company in an account orreserve in paying up unissued shares to which the shareholders have become entitled, the companyshall lodge with the return a statement containing such particulars as are prescribed but, wherethe shares are allotted pursuant to a scheme of arrangement approved by the Court under section210, the company may lodge a copy of the order of the Court in lieu of the statement in theprescribed form.

(7) In this section, "deemed allotment" means an issue of shares without formal allotment tosubscribers to the memorandum.

(8) If default is made in complying with this section, every officer of the company who is indefault shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$4,000 and to a default penalty of $250.

As to voting rights of equity shares in certain companies.

64.

-(1) Notwithstanding any provision in this Act or in the memorandum or articles of a company towhich this section applies, but subject to sections 76J and 180 (1), each equity share issued bysuch a company after 29th December 1967 shall confer the right at a poll at any general meetingof the company to one vote, and to one vote only, in respect of each equity share unless it is amanagement share issued by a newspaper company under section 9 of the Newspaper and PrintingPresses Act.

(2) Where any company to which this section applies has, prior to 29th December 1967, or, whileit was a company to which this section did not apply, issued any equity share which does notcomply with subsection (1), the company shall not issue any invitation to subscribe for or topurchase any shares or debentures of such company until the voting rights attached to each shareof that company have been duly varied so as to comply with subsection (1).

(3) For the purposes of this section, any alteration of the rights of issued preference sharesso that they become equity shares shall be deemed to be an issue of equity shares.

(4) The Minister may, by order published in the Gazette, declare that subsection (1) shall applyto all or any equity shares or any class of equity shares which have been issued before 29thDecember 1967 by a company to which this section applies and which is specified in thedeclaration and thereupon that subsection shall apply to such equity shares so issued by suchcompany from such date as is specified in the declaration being a date not less than one yearafter the making of the declaration.

(5) This section shall apply to a public company having a share capital.

(6) Any person who makes any invitation to the public in breach of subsection (2) shall be


guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or toimprisonment for a term not exceeding 2 years.

Differences in calls and payments, etc.

65.

-(1) A company if so authorised by its articles may -

(a) make arrangements on the issue of shares for varying the amounts and times of payment ofcalls as between shareholders;

(b) accept from any member the whole or a part of the amount remaining unpaid on any sharesalthough no part of that amount has been called up; and

(c) pay dividends in proportion to the amount paid up on each share where a larger amount ispaid up on some shares than on others.

Reserve liability.

(2) A limited company may by special resolution determine that any portion of its share capitalwhich has not been already called up shall not be capable of being called up except in the eventand for the purposes of the company being wound up, and thereupon that portion of its sharecapital shall not be capable of being called up except in the event and for the purposes of thecompany being wound up, but no such resolution shall prejudice the rights of any person acquiredbefore the passing of the resolution.

Share warrants.

66.

-(1) A company shall not issue any share warrant stating that the bearer of the warrant isentitled to the shares therein specified and which enables the shares to be transferred bydelivery of the warrant.

(2) The bearer of a share warrant issued before 29th December 1967 shall be entitled, onsurrendering it for cancellation, to have his name entered in the register of members.

(3) The company shall be responsible for any loss incurred by any person by reason of thecompany entering in the register the name of a bearer of a share warrant issued before 29thDecember 1967 in respect of the shares therein specified without the warrant being surrenderedand cancelled.

67.


68.


69.


69A.


69B.



69C.


69D.


69E.


69F.


Redeemable preference shares.

70.

-(1) Subject to this section, a company having a share capital may, if so authorised by itsarticles, issue preference shares which are, or at the option of the company are to be, liableto be redeemed and the redemption shall be effected only on such terms and in such manner as isprovided by the articles.

(2) The redemption shall not be taken as reducing the amount of share capital of the company.

(3) The shares shall not be redeemed unless they are fully paid up.

(4) The shares shall not be redeemed out of the capital of the company unless -

(a) all the directors have made a solvency statement in relation to such redemption; and

(b) the company has lodged a copy of the statement with the Registrar.




(8) If a company redeems any redeemable preference shares it shall within 14 days after so doinggive notice thereof to the Registrar specifying the shares redeemed.

Power of company to alter its share capital.

71.

-(1) A company, if so authorised by its articles, may in general meeting alter its share capitalin any one or more of the following ways:

(a) Deleted by Act 21/2005, wef 30/01/2005.

(b) consolidate and divide all or any of its share capital;

(c) convert all or any of its paid-up shares into stock and reconvert that stock into paid-upshares;

(d) subdivide its shares or any of them, so however that in the subdivision the proportionbetween the amount paid and the amount, if any, unpaid on each reduced share shall be the same


as it was in the case of the share from which the reduced share is derived;

(e) cancel the number of shares which at the date of the passing of the resolution in thatbehalf have not been taken or agreed to be taken by any person or which have been forfeited anddiminish the amount of its share capital by the number of the shares so cancelled.

(1A) The company may lodge with the Registrar notice of any alteration referred to in subsection(1) (b), (c), (d) or (e) in the prescribed form.

Cancellations.

(2) A cancellation of shares under this section shall not be deemed to be a reduction of sharecapital within the meaning of this Act.

As to share capital of unlimited company on re-registration.

(3) An unlimited company having a share capital may by any resolution passed for the purposes ofsection 30 (1) -

(a) increase the amount of its share capital by increasing the issue price of each of itsshares, but subject to the condition that no part of the increased capital shall be capable ofbeing called up except in the event and for the purposes of the company being wound up; and

(b) in addition or alternatively, provide that a specified portion of its uncalled share capitalshall not be capable of being called up except in the event and for the purposes of the companybeing wound up.



Validation of shares improperly issued.

72.

Where a company has purported to issue or allot shares and the creation, issue or allotment ofthose shares was invalid by reason of any provision of this or any other written law or of thememorandum or articles of the company or otherwise or the terms of issue or allotment wereinconsistent with or unauthorised by any such provision the Court may upon application made bythe company or by a holder or mortgagee of any of those shares or by a creditor of the companyand upon being satisfied that in all the circumstances it is just and equitable to do so make anorder validating the issue or allotment of those shares or confirming the terms of issue orallotment thereof or both and upon a copy of the order being lodged with the Registrar thoseshares shall be deemed to have been validly issued or allotted upon the terms of the issue orallotment thereof.

73.


Rights of holders of classes of shares.

74.

-(1) If, in the case of a company the share capital of which is divided into different classesof shares, provision is made by the memorandum or articles for authorising the variation orabrogation of the rights attached to any class of shares in the company, subject to the consent


of any specified proportion of the holders of the issued shares of that class or the sanction ofa resolution passed at a separate meeting of the holders of those shares, and in pursuance ofthat provision the rights attached to any such class of shares are at any time varied orabrogated the holders of not less in the aggregate than 5% of the issued shares of that classmay apply to the Court to have the variation or abrogation cancelled, and, if any suchapplication is made, the variation or abrogation shall not have effect until confirmed by theCourt.

(1A) For the purposes of subsection (1), any of the company's issued share capital held astreasury shares shall be disregarded.

(2) An application shall not be invalid by reason of the applicants or any of them havingconsented to or voted in favour of the resolution for the variation or abrogation if the Courtis satisfied that any material fact was not disclosed by the company to those applicants beforethey so consented or voted.

(3) The application shall be made within one month after the date on which the consent was givenor the resolution was passed or such further time as the Court allows, and may be made on behalfof the shareholders entitled to make the application by such one or more of their number as theyappoint in writing for the purpose.

(4) On the application the Court, after hearing the applicant and any other persons who apply tothe Court to be heard and appear to the Court to be interested, may, if satisfied having regardto all the circumstances of the case that the variation or abrogation would unfairly prejudicethe shareholders of the class represented by the applicant, disallow the variation orabrogation, as the case may be, and shall, if not so satisfied, confirm it and the decision ofthe Court shall be final.

(5) The company shall, within 14 days after the making of an order by the Court on any suchapplication, lodge a copy of the order with the Registrar and if default is made in complyingwith this provision the company and every officer of the company who is in default shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and alsoto a default penalty.

(6) The issue by a company of preference shares ranking pari passu with existing preferenceshares issued by the company shall be deemed to be a variation of the rights attached to thoseexisting preference shares unless the issue of the first-mentioned shares was authorised by theterms of issue of the existing preference shares or by the articles of the company in force atthe time the existing preference shares were issued.

(7) For the purposes of this section, the alteration of any provision in the memorandum orarticles of a company which affects or relates to the manner in which the rights attaching tothe shares of any class may be varied or abrogated shall be deemed to be a variation orabrogation of the rights attached to the shares of that class.

(8) This section shall not operate so as to limit or derogate from the rights of any person toobtain relief under section 216.

Rights of holders of preference shares to be set out in memorandum or articles.

75.

-(1) No company shall allot any preference shares or convert any issued shares into preferenceshares unless there are set out in its memorandum or articles the rights of the holders of thoseshares with respect to repayment of capital, participation in surplus assets and profits,


cumulative or non-cumulative dividends, voting and priority of payment of capital and dividendin relation to other shares or other classes of preference shares.

(2) If default is made in complying with this section the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $2,000.

Company financing dealings in its shares, etc.

76.

-(1) Except as otherwise expressly provided by this Act, a company shall not -

(a) whether directly or indirectly, give any financial assistance for the purpose of, or inconnection with -

(i) the acquisition by any person, whether before or at the same time as the giving of financialassistance, of -

(A) shares or units of shares in the company; or

(B) shares or units of shares in a holding company of the company; or

(ii) the proposed acquisition by any person of -

(A) shares or units of shares in the company; or

(B) shares or units of shares in a holding company of the company;

(b) whether directly or indirectly, in any way -

(i) acquire shares or units of shares in the company; or

(ii) purport to acquire shares or units of shares in a holding company of the company; or

(c) whether directly or indirectly, in any way, lend money on the security of -

(i) shares or units of shares in the company; or

(ii) shares or units of shares in a holding company of the company.

(2) A reference in this section to the giving of financial assistance includes a reference tothe giving of financial assistance by means of the making of a loan, the giving of a guarantee,the provision of security, the release of an obligation or the release of a debt or otherwise.

(3) For the purposes of this section, a company shall be taken to have given financialassistance for the purpose of an acquisition or proposed acquisition referred to in subsection(1) (a) (referred to in this subsection as the relevant purpose) if -

(a) the company gave the financial assistance for purposes that included the relevant purpose;and

(b) the relevant purpose was a substantial purpose of the giving of the financial assistance.

(4) For the purposes of this section, a company shall be taken to have given financial


assistance in connection with an acquisition or proposed acquisition referred to in subsection(1) (a) if, when the financial assistance was given to a person, the company was aware that thefinancial assistance would financially assist -

(a) the acquisition by a person of shares or units of shares in the company; or

(b) where shares in the company had already been acquired - the payment by a person of anyunpaid amount of the subscription payable for the shares, or the payment of any calls on theshares.

(5) If a company contravenes subsection (1), the company shall not be guilty of an offence,notwithstanding section 407, but each officer of the company who is in default shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $20,000 or toimprisonment for a term not exceeding 3 years or to both.

(6) Where a person is convicted of an offence under subsection (5) and the Court by which he isconvicted is satisfied that the company or another person has suffered loss or damage as aresult of the contravention that constituted the offence, that Court may, in addition toimposing a penalty under that subsection, order the convicted person to pay compensation to thecompany or other person, as the case may be, of such amount as the Court specifies, and any suchorder may be enforced as if it were a judgment of the Court.

(7) The power of a Court under section 391 to relieve a person to whom that section applies,wholly or partly and on such terms as the Court thinks fit, from a liability referred to in thatsection extends to relieving a person against whom an order may be made under subsection (6)from the liability to have such an order made against him.

(8) Nothing in subsection (1) prohibits -

(a) the payment of a dividend by a company in good faith and in the ordinary course ofcommercial dealing;

(b) a payment made by a company pursuant to a reduction of capital in accordance with Division3A of this Part;

(c) the discharge by a company of a liability of the company that was incurred in good faith asa result of a transaction entered into on ordinary commercial terms;

(d) anything done in pursuance of an order of Court made under section 210;

(e) anything done under an arrangement made in pursuance of section 306;

(f) anything done under an arrangement made between a company and its creditors which is bindingon the creditors by virtue of section 309;

(g) where a corporation is a borrowing corporation by reason that it is or will be under aliability to repay moneys received or to be received by it -

(i) the giving, in good faith and in the ordinary course of commercial dealing, by a companythat is a subsidiary of the borrowing corporation, of a guarantee in relation to the repaymentof those moneys, whether or not the guarantee is secured by any charge over the property of thatcompany; or

(ii) the provision, in good faith and in the ordinary course of commercial dealing, by a company


that is a subsidiary of the borrowing corporation, of security in relation to the repayment ofthose moneys;

(ga) the giving by a company in good faith and in the ordinary course of commercial dealing ofany representation, warranty or indemnity in relation to an offer to the public of, or aninvitation to the public to subscribe for or purchase, shares or units of shares in thatcompany;

(h) the purchase by a company of shares in the company pursuant to an order of a Court;

(i) the creation or acquisition, in good faith and in the ordinary course of commercial dealing,by a company of a lien on shares in the company (other than fully-paid shares) for any amountpayable to the company in respect of the shares; or

(j) the entering into, in good faith and in the ordinary course of commercial dealing, of anagreement by a company with a subscriber for shares in the company permitting the subscriber tomake payments for the shares by instalments, but nothing in this subsection -

(i) shall be construed as implying that a particular act of a company would, but for thissubsection, be prohibited by subsection (1); or

(ii) shall be construed as limiting the operation of any rule of law permitting the giving offinancial assistance by a company, the acquisition of shares or units of shares by a company orthe lending of money by a company on the or units of shares.

(9) Nothing in subsection (1) prohibits -

(a) the making of a loan, or the giving of a guarantee or the provision of security inconnection with one or more loans made by one or more other persons, by a company in theordinary course of its business where the activities of that company are regulated by anywritten law relating to banking, finance companies or insurance or are subject to supervision bythe Monetary Authority of Singapore and where -

(i) the lending of money, or the giving of guarantees or the provision of security in connectionwith loans made by other persons, is done in the course of such activities; and

(ii) the loan that is made by the company, or, where the guarantee is given or the security isprovided in respect of a loan, that loan, is made on ordinary commercial terms as to the rate ofinterest, the terms of repayment of principal and payment of interest, the security to beprovided and otherwise;

(b) the giving by a company of financial assistance for the purpose of, or in connection with,the acquisition or proposed acquisition of shares or units of shares in the company or in aholding company of the company to be held by or for the benefit of employees of the company orof a corporation that is related to the company, including any director holding a salariedemployment or office in the company or in the corporation; or

(c) the purchase or acquisition or proposed purchase or acquisition by a company of its ownshares in accordance with sections 76B to 76G.

(9A) Nothing in subsection (1) prohibits the giving by a company of financial assistance for thepurpose of, or in connection with, an acquisition or proposed acquisition by a person of sharesor units of shares in the company or in a holding company of the company if -


(a) the amount of the financial assistance, together with any other financial assistance givenby the company under this subsection repayment of which remains outstanding, would not exceed10% of the aggregate of -

(i) the total paid-up capital of the company; and

(ii) the reserves of the company, as disclosed in the most recent financial statements of thecompany that comply with section 201;

(b) the company receives fair value in connection with the financial assistance;

(c) the board of directors of the company passes a resolution that -

(i) the company should give the assistance;

(ii) giving the assistance is in the best interests of the company; and

(iii) the terms and conditions under which the assistance is given are fair and reasonable tothe company;

(d) the resolution sets out in full the grounds for the directors' conclusions;

(e) all the directors of the company make a solvency statement in relation to the giving of thefinancial assistance;

(f) within 10 business days of providing the financial assistance, the company sends to eachmember a notice containing particulars of -

(i) the class and number of shares or units of shares in respect of which the financialassistance was or is to be given;

(ii) the consideration paid or payable for those shares or units of shares;

(iii) the identity of the person receiving the financial assistance and, if that person is notthe beneficial owner of those shares or units of shares, the identity of the beneficial owner;and

(iv) the nature and, if quantifiable, the amount of the financial assistance; and

(g) not later than the business day next following the day when the notice referred to inparagraph (f) is sent to members of the company, the company lodges with the Registrar a copy ofthat notice and a copy of the solvency statement referred to in paragraph (e).

(9B) Nothing in subsection (1) prohibits the giving by a company of financial assistance for thepurpose of, or in connection with, an acquisition or proposed acquisition by a person of sharesor units of shares in the company or in a holding company of the company if -

(a) the board of directors of the company passes a resolution that -

(i) the company should give the assistance;

(ii) giving the assistance is in the best interests of the company; and

(iii) the terms and conditions under which the assistance is given are fair and reasonable to


the company;

(b) the resolution sets out in full the grounds for the directors' conclusions;

(c) all the directors of the company make a solvency statement in relation to the giving of thefinancial assistance;

(d) not later than the business day next following the day when the resolution referred to inparagraph (a) is passed, the company sends to each member having the right to vote on theresolution referred to in paragraph (e) a notice containing particulars of -

(i) the directors' resolution referred to in paragraph (a);

(ii) the class and number of shares or units of shares in respect of which the financialassistance is to be given;

(iii) the consideration payable for those shares or units of shares;

(iv) the identity of the person receiving the financial assistance and, if that person is notthe beneficial owner of those shares or units of shares, the identity of the beneficial owner;

(v) the nature and, if quantifiable, the amount of the financial assistance; and

(vi) such further information and explanation as may be necessary to enable a reasonable memberto understand the nature and implications for the company and its members of the proposedtransaction;

(e) a resolution is passed -

(i) by all the members of the company present and voting either in person or by proxy at therelevant meeting; or

(ii) if the resolution is proposed to be passed by written means under section 184A, by all themembers of the company, to give that assistance;

(f) not later than the business day next following the day when the resolution referred to inparagraph (e) is passed, the company lodges with the Registrar a copy of that resolution and acopy of the solvency statement referred to in paragraph (c); and

(g) the financial assistance is given not more than 12 months after the resolution referred toin paragraph (e) is passed.

(9C) A company shall not give financial assistance under subsection (9A) or (9B) if, before theassistance is given -

(a) any of the directors who voted in favour of the resolution under subsection (9A) (c) or (9B)(a), respectively -

(i) ceases to be satisfied that the giving of the assistance is in the best interests of thecompany; or

(ii) ceases to be satisfied that the terms and conditions under which the assistance is proposedare fair and reasonable to the company; or


(b) any of the directors no longer has reasonable grounds for any of the opinions expressed inthe solvency statement.

(9D) A director of a company is not relieved of any duty to the company under section 157 orotherwise, and whether of a fiduciary nature or not, in connection with the giving of financialassistance by the company for the purpose of, or in connection with, an acquisition or proposedacquisition of shares or units of shares in the company or in a holding company of the company,by -

(a) the passing of a resolution by the board of directors of the company under subsection (9A)for the giving of the financial assistance; or

(b) the passing of a resolution by the board of directors of the company, and the passing of aresolution by the members of the company, under subsection (9B) for the giving of the financialassistance.

(10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for thepurpose of, or in connection with, an acquisition or proposed acquisition by a person of sharesor units of shares in the company or in a holding company of the company if -

(a) the company, by special resolution, resolves to give financial assistance for the purpose ofor in connection with, that acquisition;

(b) where -

(i) the company is a subsidiary of a listed corporation; or

(ii) the company is not a subsidiary of a listed corporation but is a subsidiary whose ultimateholding company is incorporated in Singapore, the listed corporation or the ultimate holdingcompany, as the case may be, has, by special resolution, approved the giving of the financialassistance;

(c) the notice specifying the intention to propose the resolution referred to in paragraph (a)as a special resolution sets out -

(i) particulars of the financial assistance proposed to be given and the reasons for theproposal to give that assistance; and

(ii) the effect that the giving of the financial assistance would have on the financial positionof the company and, where the company is included in a group of corporations consisting of aholding company and a subsidiary or subsidiaries, the effect that the giving of the financialassistance would have on the financial position of the group of corporations, and is accompaniedby a copy of a statement made in accordance with a resolution of the directors, setting out thenames of any directors who voted against the resolution and the reasons why they so voted, andsigned by not less than two directors, stating whether, in the opinion of the directors whovoted in favour of the resolution, after taking into account the financial position of thecompany (including future liabilities and contingent liabilities of the company), the giving ofthe financial assistance would be likely to prejudice materially the interests of the creditorsor members of the company or any class of those creditors or members;

(d) the notice specifying the intention to propose the resolution referred to in paragraph (b)as a special resolution is accompanied by a copy of the notice, and a copy of the statement,referred to in paragraph (c);


(e) not later than the day next following the day when the notice referred to in paragraph (c)is despatched to members of the company there is lodged with the Registrar a copy of that noticeand a copy of the statement that accompanied that notice;

(f) the notice referred to in paragraph (c) and a copy of the statement referred to in thatparagraph are sent to -

(i) all members of the company;

(ii) all trustees for debenture holders of the company; and

(iii) if there are no trustees for, or for a particular class of, debenture holders of thecompany - all debentures holders, or all debenture holders of that class, as the case may be, ofthe company whose names are, at the time when the notice is despatched, known to the company;

(g) the notice referred to in paragraph (d) and the accompanying documents are sent to -

(i) all members of the listed corporation or of the ultimate holding company;

(ii) all trustees for debenture holders of the listed corporation or of the ultimate holdingcompany; and

(iii) if there are no trustees for, or for a particular class of, debenture holders of thelisted corporation or of the ultimate holding company - all debenture holders or debentureholders of that class, as the case may be, of the listed corporation or of the ultimate holdingcompany whose names are, at the time when the notice is despatched, known to the listedcorporation or the ultimate holding company;

(h) within 21 days after the date on which the resolution referred to in paragraph (a) is passedor, in a case to which paragraph (b) applies, the date on which the resolution referred to inthat paragraph is passed, whichever is the later, a notice -

(i) setting out the terms of the resolution referred to in paragraph (a); and

(ii) stating that any of the persons referred to in subsection (12) may, within the periodreferred to in that subsection, make an application to the Court opposing the giving of thefinancial assistance, is published in a daily newspaper circulating generally in Singapore;

(i) no application opposing the giving of the financial assistance is made within the periodreferred to in subsection (12) or, if such an application or applications has or have been made,the application or each of the applications has been withdrawn or the Court has approved thegiving of the financial assistance; and

(j) the financial assistance is given in accordance with the terms of the resolution referred toin paragraph (a) and not earlier than -

(i) in a case to which sub-paragraph (ii) does not apply - the expiration of the period referredto in subsection (12); or

(ii) if an application or applications has or have been made to the Court within that period -

(A) where the application or each of the applications has been withdrawn - the withdrawal of theapplication or of the last of the applications to be withdrawn; or


(B) in any other case - the decision of the Court on the application or applications.

(10A) If the resolution referred to in subsection (10) (a) or (b) is proposed to be passed bywritten means under section 184A, subsection (10) (f) or (g), as the case may be, shall becomplied with at or before the time -

(a) agreement to the resolution is sought in accordance with section 184C; or

(b) documents referred to in section 183 (3A) in respect of the resolution are served on or madeaccessible to members of the company in accordance with section 183 (3A), as the case may be.

(11) Where, on application to the Court by a company, the Court is satisfied that the provisionsof subsection (10) have been substantially complied with in relation to a proposed giving by thecompany of financial assistance of a kind mentioned in that subsection, the Court may, by order,declare that the provisions of that subsection have been complied with in relation to theproposed giving by the company of financial assistance.

(12) Where a special resolution referred to in subsection (10) (a) is passed by a company, anapplication to the Court opposing the giving of the financial assistance to which the specialresolution relates may be made, within the period of 21 days after the publication of the noticereferred to in subsection (10) (h) -

(a) by a member of the company;

(b) by a trustee for debenture holders of the company;

(c) by a debenture holder of the company;

(d) by a creditor of the company;

(e) if subsection (10) (b) applies by -

(i) a member of the listed corporation or ultimate holding company that passed a specialresolution referred to in that subsection;

(ii) a trustee for debenture holders of that listed corporation or ultimate holding company;

(iii) a debenture holder of that listed corporation or ultimate holding company; or

(iv) a creditor of that listed corporation or ultimate holding company; or

(f) by the Registrar.

(13) Where an application or applications opposing the giving of financial assistance by acompany in accordance with a special resolution passed by the company is or are made to theCourt under subsection (12), the Court -

(a) shall, in determining what order or orders to make in relation to the application orapplications, have regard to the rights and interests of the members of the company or of anyclass of them as well as to the rights and interests of the creditors of the company or of anyclass of them; and

(b) shall not make an order approving the giving of the financial assistance unless the Court issatisfied that -


(i) the company has disclosed to the members of the company all material matters relating to theproposed financial assistance; and

(ii) the proposed financial assistance would not, after taking into account the financialposition of the company (including any future or contingent liabilities), be likely to prejudicematerially the interests of the creditors or members of the company or of any class of thosecreditors or members, and may do all or any of the following:

(A) if it thinks fit, make an order for the purchase by the company of the interests ofdissentient members of the company and for the reduction accordingly of the capital of thecompany;

(B) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to thesatisfaction of the Court for the purchase (otherwise than by the company or by a subsidiary ofthe company) of the interests of dissentient members;

(C) give such ancillary or consequential directions and make such ancillary or consequentialorders as it thinks expedient;

(D) make an order disapproving the giving of the financial assistance or, subject to paragraph(b), an order approving the giving of the financial assistance.

(14) Where the Court makes an order under this section in relation to the giving of financialassistance by a company, the company shall, within 14 days after the order is made, lodge withthe Registrar a copy of the order.

(15) The passing of a special resolution by a company for the giving of financial assistance bythe company for the purpose of, or in connection with, an acquisition or proposed acquisition ofshares or units of shares in the company, and the approval by the Court of the giving of thefinancial assistance, do not relieve a director of the company of any duty to the company undersection 157 or otherwise, and whether of a fiduciary nature or not, in connection with thegiving of the financial assistance.

(16) A reference in this section to an acquisition or proposed acquisition of shares or units ofshares is a reference to any acquisition or proposed acquisition whether by way of purchase,subscription or otherwise.

(17) This section does not apply in relation to the doing of any act or thing pursuant to acontract entered into before 15th May 1987 if the doing of that act or thing would have beenlawful if this Act had not been enacted.

Consequences of company financing dealings in its shares, etc.

76A.

-(1) The following contracts or transactions made or entered into in contravention of section 76shall be void:

(a) a contract or transaction by which a company acquires or purports to acquire its own sharesor units of its own shares, or shares or units of shares in its holding company; and

(b) a contract or transaction by which a company lends money on the security of its own sharesor units of its own shares, or on the security of shares or units of shares in its holdingcompany.


(2) Subject to subsection (1), a contract or transaction made or entered into in contraventionof section 76, or a contract or transaction related to such contract or transaction, shall bevoidable at the option of the company. The company may, subject to the following provisions ofthis section, avoid any contract or transaction to which this subsection applies by givingnotice in writing to the other party or parties to the contract or transaction.

(3) The Court may, on the application of a member of a company, a holder of debentures of acompany, a trustee for the holders of debentures of a company or a director of a company, byorder, authorise the member, holder of debentures, trustee or director to give a notice ornotices under subsection (2) in the name of the company.

(4) Where -

(a) a company makes or performs a contract, or engages in a transaction;

(b) the contract is made or performed, or the transaction is engaged in, in contravention ofsection 76 or the contract or transaction is related to a contract that was made or performed,or to a transaction that was engaged in, in contravention of that section; and

(c) the Court is satisfied, on the application of the company or of any other person, that thecompany or that other person has suffered, or is likely to suffer, loss or damage as a result of-

(i) the making or performance of the contract or the engaging in of the transaction;

(ii) the making or performance of a related contract or the engaging in of a relatedtransaction;

(iii) the contract or transaction being void by reason of subsection (1) or avoided undersubsection (2); or

(iv) a related contract or transaction being void by reason of subsection (1) or avoided undersubsection (2), the Court may make such order or orders as it thinks just and equitable(including, without limiting the generality of the foregoing, all or any of the orders mentionedin subsection (5)) against any party to the contract or transaction or to the related contractor transaction, or against the company or against any person who aided, abetted, counselled orprocured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned inor party to the contravention.

(5) The orders that may be made under subsection (4) include -

(a) an order directing a person to refund money or return property to the company or to anotherperson;

(b) an order directing a person to pay to the company or to another person a specified amount ofthe loss or damage suffered by the company or other person; and

(c) an order directing a person to indemnify the company or another person against any loss ordamage that the company or other person may suffer as a result of the contract or transaction oras a result of the contract or transaction being or having become void.

(6) If a certificate signed by not less than two directors, or by a director and a secretary, ofa company stating that the requirements of section 76 (9A), (9B) or (10) (as the case may be),


have been complied with in relation to the proposed giving by the company of financialassistance for the purposes of an acquisition or proposed acquisition by a person of shares orunits in the company or in a holding company of the company is given to a person -

(a) the person to whom the certificate is given is not under any liability to have an order madeagainst him under subsection (4) by reason of any contract made or performed, or any transactionengaged in, by him in reliance on the certificate; and

(b) any such contract or transaction is not invalid, and is not voidable under subsection (2),by reason that the contract is made or performed, or the transaction is engaged in, incontravention of section 76 or is related to a contract that was made or performed, or to atransaction that was engaged in, in contravention of that section.

(7) Subsection (6) does not apply in relation to a person to whom a certificate is given underthat subsection in relation to a contract or transaction if the Court, on application by thecompany concerned or any other person who has suffered, or is likely to suffer, loss or damageas a result of the making or performance of the contract or the engaging in of the transaction,or the making or performance of a related contract or the engaging in of a related transaction,by order, declares that it is satisfied that the person to whom the certificate was given becameaware before the contract was made or the transaction was engaged in that the requirements ofsection 76 (9A), (9B) or (10) (as the case may be) had not been complied with in relation to thefinancial assistance to which the certificate related.

(8) For the purposes of subsection (7), a person shall, in the absence of proof to the contrary,be deemed to have been aware at a particular time of any matter of which an employee or agent ofthe person having duties or acting on behalf of the person in relation to the relevant contractor transaction was aware at the time.

(9) In any proceeding, a document purporting to be a certificate given under subsection (6)shall, in the absence of proof to the contrary, be deemed to be such a certificate and to havebeen duly given.

(10) A person who has possession of a certificate given under subsection (6) shall, in theabsence of proof to the contrary, be deemed to be the person to whom the certificate was given.

(11) If a person signs a certificate stating that the requirements of section 76 (9A), (9B) or(10) (as the case may be) have been complied with in relation to the proposed giving by acompany of financial assistance and any of those requirements had not been complied with inrespect of the proposed giving of that assistance at the time when the certificate was signed bythat person, the person shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000 or to imprisonment for a term not exceeding one year or to both.

(12) It is a defence to a prosecution for an offence under subsection (11) if the defendantproves that at the time when he signed the certificate he believed on reasonable grounds thatall the requirements of section 76 (9A), (9B) or (10) (as the case may be) had been compliedwith in respect of the proposed giving of financial assistance to which the certificate relates.

(13) The power of a Court under section 391 to relieve a person to whom that section applies,wholly or partly and on such terms as the Court thinks fit, from a liability referred to in thatsection extends to relieving a person against whom an order may be made under subsection (4)from the liability to have such an order made against him.

(14) If a company makes a contract or engages in a transaction under which it gives financialassistance as mentioned in section 76 (1) (a) or lends money as mentioned in section 76 (1) (c),


any contract or transaction made or engaged in as a result of or by means of, or in relation to,that financial assistance or money shall be deemed for the purposes of this section to berelated to the first-mentioned contract or transaction.

(15) Any rights or liabilities of a person under this section (including rights or liabilitiesunder an order made by the Court under this section) are in addition to and not in derogation ofany rights or liabilities of that person apart from this section but, where there would be anyinconsistency between the rights and liabilities of a person under this section or under anorder made by the Court under this section and the rights and liabilities of that person apartfrom this section, the provisions of this section or of the order made by the Court shallprevail.

Company may acquire its own shares

76B.

-(1) Notwithstanding section 76, a company may, in accordance with this section and sections 76Cto 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do soby its articles.

(2) This section and sections 76C to 76G shall apply to ordinary shares, stocks and preferenceshares.

(3) The total number of ordinary shares and stocks in any class that may be purchased oracquired by a company during the relevant period shall not exceed 10% (or such other percentageas the Minister may by notification prescribe) of the total number of ordinary shares and stocksof the company in that class ascertained -

(a) as at the date of the last annual general meeting of the company held before any resolutionpassed pursuant to section 76C, 76D, 76DA or 76E; or

(b) as at the date of such resolution, whichever is the higher, unless -

(i) the company has, at any time during the relevant period, reduced its share capital by aspecial resolution under section 78B or 78C; or

(ii) the Court has, at any time during the relevant period, made an order under section 78Iconfirming the reduction of share capital of the company.

(3A) Where a company has reduced its share capital by a special resolution under section 78B or78C, or the Court has made an order under section 78I, the total number of ordinary shares andstocks of the company in any class shall, notwithstanding subsection (3) (a) and (b), be takento be the total number of ordinary shares and stocks of the company in that class as altered bythe special resolution of the company or the order of the Court, as the case may be.

(3B) The total number of preference shares in any class which are not redeemable under section70 that may be purchased or acquired by a company during the relevant period shall not exceed10% (or such other percentage as the Minister may by notification prescribe) of the total numberof non-redeemable preference shares of the company in that class ascertained -

(a) as at the date of the last annual general meeting of the company held before any resolutionpassed pursuant to section 76C, 76D, 76DA or 76E; or

(b) as at the date of such resolution, whichever is the higher, unless -


(i) the company has, at any time during the relevant period, reduced its share capital by aspecial resolution under section 78B or 78C; or

(ii) the Court has, at any time during the relevant period, made an order under section 78Iconfirming the reduction of share capital of the company.

(3C) Where a company has reduced its share capital by a special resolution under section 78B or78C, or the Court has made an order under section 78I, the total number of non-redeemablepreference shares of the company in any class shall, notwithstanding subsection (3B) (a) and(b), be taken to be the total number of non-redeemable preference shares of the company in thatclass as altered by the special resolution of the company or the order of the Court, as the casemay be.

(3D) There shall be no limit on the number of redeemable preference shares that may be purchasedor acquired by a company during the relevant period.

(3E) For the purposes of this section, any of the company's ordinary shares held as treasuryshares shall be disregarded.

(4) In subsection (3), "relevant period" means the period commencing from the date the lastannual general meeting of the company was held or if no such meeting was held the date it wasrequired by law to be held before the resolution in question is passed, and expiring on the datethe next annual general meeting is or is required by law to be held, whichever is the earlier,after the date the resolution in question is passed.

(5) Ordinary shares that are purchased or acquired by a company pursuant to section 76C, 76D,76DA or 76E shall, unless held in treasury in accordance with section 76H, be deemed to becancelled immediately on purchase or acquisition.

(5A) Preference shares that are purchased or acquired by a company pursuant to section 76C, 76D,76DA or 76E shall be deemed to be cancelled immediately on purchase or acquisition.

(6) On the cancellation of a share under subsection (5) or (5A), the rights and privilegesattached to that share expire.

(7) For the purposes of this section, shares are deemed to be purchased or acquired on the dateon which the company would, apart from subsection (5), become entitled to exercise the rightsattached to the shares.

(8) Within 30 days of the passing of a resolution referred to in section 76C, 76D, 76DA or 76E,the directors of the company shall lodge with the Registrar a copy of the resolution.

(9) Within 30 days of the purchase or acquisition of the shares, the directors of the companyshall lodge with the Registrar the notice of the purchase or acquisition in the prescribed formwith the following particulars:

(a) the date of the purchase or acquisition;

(b) the number of shares purchased or acquired;

(c) the number of shares cancelled;

(d) the number of shares held as treasury shares;


(e) the company's issued share capital before the purchase or acquisition;

(f) the company's issued share capital after the purchase or acquisition;

(g) the amount of consideration paid by the company for the purchase or acquisition of theshares;

(h) whether the shares were purchased or acquired out of the profits or the capital of thecompany; and

(i) such other particulars as may be required in the prescribed form.

(10) Nothing in this section or in sections 76C to 76G shall be construed so as to limit oraffect an order of the Court made under any section that requires a company to purchase oracquire its own shares.

Authority for off-market acquisition on equal access scheme

76C.

-(1) A company, whether or not it is listed on a securities exchange, may make a purchase oracquisition of its own shares otherwise than on a securities exchange (referred to in thissection as an off-market purchase) if the purchase or acquisition is made in accordance with anequal access scheme authorised in advance by the company in general meeting.

(2) The notice specifying the intention to propose the resolution to authorise an off-marketpurchase referred to in subsection (1) must -

(a) specify the maximum number of shares or the maximum percentage of ordinary issued sharecapital authorised to be purchased or acquired;

(b) determine the maximum price which may be paid for the shares;

(c) specify a date on which the authority is to expire, being a date that must not be later thanthe date on which the next annual general meeting of the company is or is required by law to beheld, whichever is the earlier; and

(d) specify the sources of funds to be used for the purchase or acquisition including the amountof financing and its impact on the company"s financial position.

(3) The resolution authorising an off-market purchase referred to in subsection (2) must statethe particulars referred to in subsection (2) (a), (b) and (c).

(4) The authority for an off-market purchase referred to in subsection (2) may, from time totime, be varied or revoked by the company in general meeting.

(5) A resolution to confer or vary the authority for an off-market purchase under this sectionmay determine the maximum price for purchase or acquisition by -

(a) specifying a particular sum; or

(b) providing a basis or formula for calculating the amount of the price in question withoutreference to any person"s discretion or opinion.

(6) For the purposes of this section and section sections 76D and 76DA, an "equal access scheme"


means a scheme which satisfies all the following conditions:

(a) the offers under the scheme are to be made to every person who holds shares to purchase oracquire the same percentage of their shares;

(b) all of those persons have a reasonable opportunity to accept the offers made to them; and

(c) the terms of all the offers are the same except that there shall be disregarded -

(i) differences in consideration attributable to the fact that the offers relate to shares withdifferent accrued dividend entitlements;

(ii) differences in consideration attributable to the fact that the offers relate to shares withdifferent amounts remaining unpaid; and

(iii) differences in the offers introduced solely to ensure that each member is left with awhole number of shares.

Authority for selective off-market acquisition

76D.

-(1) A company may make a purchase or acquisition of its own shares otherwise than on asecurities exchange and not in accordance with an equal access scheme (referred to in thissection as a selective off-market purchase) if -

(a) the purchase or acquisition is made in accordance with an agreement authorised in advanceunder subsection (2); and

(b) the company is not listed on a securities exchange.

(2) The terms of the agreement for a selective off-market purchase must be authorised by aspecial resolution of the company, with no votes being cast by any person whose shares areproposed to be purchased or acquired or by his associated persons, and subsections (3) to (13)shall apply with respect to that authority and to resolutions conferring it.

(3) The notice specifying the intention to propose a special resolution to authorise anagreement for a selective off-market purchase must -

(a) specify a date on which the authority is to expire, being a date that must not be later thanthe date on which the next annual general meeting of the company is or is required by law to beheld, whichever is the earlier; and

(b) specify the sources of funds to be used for the purchase or acquisition including the amountof financing and its impact on the company"s financial position.

(4) The special resolution authorising a selective off-market purchase referred to in subsection(2) must state the expiry date referred to in subsection (3) (a).

(4A) If the special resolution referred to in subsection (2) is proposed to be passed by writtenmeans under section 184A -

(a) a person whose shares are proposed to be purchased or acquired or any of his associatedpersons shall not be regarded as a member having the right to vote on the resolution at ageneral meeting of the company for the purposes of section 184A;


(b) subsection (7) does not apply; but all documents referred to in this section shall be givento all members having the right to vote on the resolution at a general meeting for the purposesof section 184A at or before the time -

(i) agreement to the resolution is sought in accordance with section 184C; or

(ii) documents referred to in section 183 (3A) in respect of the resolution are served on ormade accessible to them in accordance with section 183 (3A), as the case may be.

(5) The authority referred to in subsection (2) may, from time to time, be varied or revoked bya special resolution with no votes being cast by any person whose shares are proposed to bepurchased or acquired or by his associated persons.

(6) For the purposes of subsections (2) and (5) -

(a) a member or his associated persons who holds any of the shares to which the resolutionrelates is regarded as exercising the voting rights carried by those shares not only if he votesin respect of them on a poll on the question whether the resolution shall be passed, but also ifhe votes on the resolution otherwise than on a poll;

(b) notwithstanding anything in the company's articles, any member of the company may demand apoll on that question; and

(c) a vote and a demand for a poll by a person as proxy for a member or any of his associatedpersons are the same respectively as a vote and a demand by the member.

(7) The special resolution referred to in subsection (2) is not effective for the purposes ofthis section unless (if the proposed agreement is in writing) a copy of the agreement or (ifnot) a written memorandum of its terms is available for inspection by members of the companyboth -

(a) at the company's registered office for not less than 15 days ending with the date of themeeting at which the resolution is passed; and

(b) at the meeting itself.

(8) A memorandum of terms so made available must include the names of any members holding sharesto which the agreement relates and where a member holds such shares as nominee for anotherperson, the name of that other person; and a copy of the agreement so made available must haveannexed to it a written memorandum specifying any such names which do not appear in theagreement itself.

(9) A company may agree to a variation of an existing agreement so approved, but only if thevariation is authorised, before it is agreed to, by a special resolution of the company, with novotes being cast by any person whose shares are proposed to be purchased or acquired or by hisassociated persons.

(10) Subsections (3) to (7) shall apply to the authority for a proposed variation as they applyto the authority for a proposed agreement except that a copy of the original agreement or (asthe case may require) a memorandum of its terms, together with any variations previously made,must also be available for inspection in accordance with subsection (7).

(11) The rights of a company under an agreement for a selective off-market purchase approved


under this section shall not be capable of being assigned except by order of the Court madepursuant to any provision of this Act or any other written law.

(12) An agreement by a company to release its rights under an agreement for a selective off-market purchase approved under this section is void unless the terms of the release agreementare approved in advance before the agreement is entered into by a special resolution of thecompany with no votes being cast by any person whose shares are proposed to be purchased oracquired or by his associated persons; and subsections (3) to (7) shall apply to the approvalfor a proposed release agreement as they apply to authority for the proposed variation of anexisting agreement.

(13) A resolution to confer or vary authority for a selective off-market purchase under thissection may determine the maximum price for purchase or acquisition by -


(b) providing a basis or formula for calculating the amount of the price in question withoutreference to any person's discretion or opinion.

(14) For the purposes of this section, "associated person" in relation to a person means -

(a) the person"s spouse, child or step-child; or

(b) a person who would, by virtue of section 7(5), be treated as an associate of the first-mentioned person.

Contingent purchase contract

76DA.

-(1) A company may, whether or not it is listed on a securities exchange, make a purchase oracquisition of its own shares under a contingent purchase contract if the proposed contingentpurchase contract is authorised in advance by a special resolution of the company.

(2) Subject to subsection (3), the authority under subsection (1) may from time to time bevaried or revoked by a special resolution of the company.

(3) The notice specifying the intention to propose a special resolution to authorise acontingent purchase contract must specify a date on which the authority is to expire and thatdate must not be later than the date on which the next annual general meeting of the company isor is required by law to be held, whichever is the earlier.

(4) The special resolution referred to in subsection (1) is invalid for the purposes of thissection unless a copy of the proposed contingent purchase contract is available for inspectionby members of the company -

(a) at the company's registered office for not less than 15 days ending with the date of themeeting at which the resolution is passed; and

(b) at the meeting itself.

(5) A company may agree to a variation of an existing contingent purchase contract so approvedif, and only if, the variation is authorised, before it is agreed to, by a special resolution ofthe company.


(6) Subsections (2), (3) and (4) shall apply to the authority for a proposed variation as theyapply to the authority for a proposed contingent purchase contract, except that a copy of theoriginal contract, together with any variations previously made, must also be available forinspection in accordance with subsection (4).

(7) The company may only make an offer to enter into a contingent purchase contract inaccordance with all of the following conditions:

(a) the offer must be made to every person who holds shares of the same class in the company;

(b) the number of shares that a company is obliged or entitled to purchase or acquire under thecontract from any person, in relation to the total number of shares of the same class held bythat person, must be of the same proportion for every person who holds shares of that class towhom the offer is made; and

(c) the terms of all offers in respect of each class of shares must be the same.

(8) For the avoidance of doubt, the company may purchase or acquire shares under a contingentpurchase contract from any person whether or not the offer to enter into the contract wasoriginally made to him.

(9) In this section, "contingent purchase contract" means a contract entered into by a companyand relating to any of its shares -

(a) which does not amount to a contract to purchase or acquire those shares; but

(b) under which the company may (subject to any condition) become entitled or obliged topurchase or acquire those shares.

Authority for market acquisition

76E.

-(1) A company shall not make a purchase or acquisition of its own shares on a securitiesexchange (referred to in this section as a market purchase) unless the purchase or acquisitionhas been authorised in advance by the company in general meeting.

(2) The notice specifying the intention to propose the resolution to authorise a market purchasemust -

(a) specify the maximum number of shares or the maximum percentage of ordinary issued sharecapital authorised to be purchased or acquired;

(b) determine the maximum price which may be paid for the shares;

(c) specify a date on which the authority is to expire, being a date that must not be later thanthe date on which the next annual general meeting of the company is or is required by law to beheld, whichever is the earlier; and

(d) specify the sources of funds to be used for the purchase or acquisition including the amountof financing and its impact on the company's financial position.

(3) The authority for a market purchase may be unconditional or subject to conditions and muststate the particulars referred to in subsection (2)(a), (b) and (c).


(4) The authority for a market purchase may, from time to time, be varied or revoked by thecompany in general meeting but the variation must comply with subsections (2) and (3).

(5) A resolution to confer or vary authority for a market purchase under this section maydetermine the maximum price for purchase or acquisition by -


(b) providing a basis or formula for calculating the amount of the price in question withoutreference to any person's discretion or opinion.

Payments to be made only if company is solvent

76F.

-(1) A payment made by a company in consideration of -

(a) acquiring any right with respect to the purchase or acquisition of its own shares inaccordance with section 76C, 76D, 76DA or 76E;

(b) the variation of an agreement approved under section 76D or 76DA; or

(c) the release of any of the company's obligations with respect to the purchase or acquisitionof any of its own shares under an agreement approved under section 76D or 76DA, may be made outof the company's capital or profits so long as the company is solvent.

(2) If the requirements in subsection (1) are not satisfied in relation to an agreement -

(a) in a case within subsection (1) (a), no purchase or acquisition by the company of its ownshares in pursuance of that agreement is lawful;

(b) in a case within subsection (1) (b), no such purchase or acquisition following the variationis lawful; and

(c) in a case within subsection (1) (c), the purported release is void.

(3) Every director or manager of a company who approves or authorises, the purchase oracquisition of the company's own shares or the release of obligations, knowing that the companyis not solvent shall, without prejudice to any other liability, be guilty of an offence andshall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term notexceeding 3 years.

(4) For the purposes of this section, a company is solvent if -

(a) the company is able to pay its debts in full at the time of the payment referred to insubsection (1) and will be able to pay its debts as they fall due in the normal course ofbusiness during the period of 12 months immediately following the date of the payment; and

(b) the value of the company's assets is not less than the value of its liabilities (includingcontingent liabilities) and will not after the proposed purchase, acquisition or release, becomeless than the value of its liabilities (including contingent liabilities).

(5) In determining, for the purposes of subsection (4), whether the value of a company's assetsis less than the value of its liabilities (including contingent liabilities), the directors ormanagers of a company -


(a) must have regard to -

(i) the most recent financial statements of the company that comply with section 201 (1A), (3)and (3A), as the case may be; and

(ii) all other circumstances that the directors or managers know or ought to know affect, or mayaffect, the value of the company's assets and the value of the company's liabilities (includingcontingent liabilities); and


(6) In determining, for the purposes of subsection (5), the value of a contingent liability, thedirectors or managers of a company may take into account -


(b) any claim the company is entitled to make and can reasonably expect to be met to reduce orextinguish the contingent liability.

Reduction of capital or profits or both on cancellation of repurchased shares

76G.

Where under section 76C, 76D, 76DA or 76E, shares of a company are purchased or acquired, andcancelled under section 76B (5), the company shall -

(a) reduce the amount of its share capital where the shares were purchased or acquired out ofthe capital of the company;

(b) reduce the amount of its profits where the shares were purchased or acquired out of theprofits of the company; or

(c) reduce the amount of its share capital and profits proportionately where the shares werepurchased or acquired out of both the capital and the profits of the company, by the totalamount of the purchase price paid by the company for the shares cancelled.

Treasury shares

76H.

-(1) Where ordinary shares or stocks are purchased or otherwise acquired by a company inaccordance with sections 76B to 76G, the company may -

(a) hold the shares or stocks (or any of them); or

(b) deal with any of them, at any time, in accordance with section 76K.

(2) Where ordinary shares or stocks are held under subsection (1) (a) then, for the purposes ofsection 190 (Register and index of members), the company shall be entered in the register as themember holding those shares or stocks.

Treasury shares: maximum holdings

76I.

-(1) Where a company has shares of only one class, the aggregate number of shares held as


treasury shares shall not at any time exceed 10% of the total number of shares of the company atthat time.

(2) Where the share capital of a company is divided into shares of different classes, theaggregate number of the shares of any class held as treasury shares shall not at any time exceed10% of the total number of the shares in that class at that time.

(3) Where subsection (1) or (2) is contravened by a company, the company shall dispose of orcancel the excess shares, in accordance with section 76K before the end of the period of 6months beginning with the day on which that contravention occurs, or such further period as theRegistrar may allow.

(4) In subsection (3), "the excess shares" means such number of the shares, held by the companyas treasury shares at the time in question, as resulted in the limit being exceeded.

Treasury shares: voting and other rights

76J.

-(1) This section shall apply to shares which are held by a company as treasury shares.

(2) The company shall not exercise any right in respect of the treasury shares and any purportedexercise of such a right is void.

(3) The rights to which subsection (2) applies include any right to attend or vote at meetings(including meetings under section 210) and for the purposes of this Act, the company shall betreated as having no right to vote and the treasury shares shall be treated as having no votingrights.

(4) No dividend may be paid, and no other distribution (whether in cash or otherwise) of thecompany's assets (including any distribution of assets to members on a winding up) may be made,to the company in respect of the treasury shares.

(5) Nothing in this section is to be taken as preventing -

(a) an allotment of shares as fully paid bonus shares in respect of the treasury shares; or

(b) the subdivision or consolidation of any treasury share into treasury shares of a smalleramount, if the total value of the treasury shares after the subdivision or consolidation is thesame as the total value of the treasury share before the subdivision or consolidation, as thecase may be.

(6) Any shares allotted as fully paid bonus shares in respect of the treasury shares shall betreated for the purposes of this Act as if they were purchased by the company at the time theywere allotted, in circumstances in which section 76H applied.

Treasury shares: disposal and cancellation

76K.

-(1) Where shares are held as treasury shares, a company may at any time -

(a) sell the shares (or any of them) for cash;

(b) transfer the shares (or any of them) for the purposes of or pursuant to an employees' sharescheme;


(c) transfer the shares (or any of them) as consideration for the acquisition of shares in orassets of another company or assets of a person;

(d) cancel the shares (or any of them); or

(e) sell, transfer or otherwise use the treasury shares for such other purposes as the Ministermay by order prescribe.

(2) In subsection (1) (a), "cash", in relation to a sale of shares by a company, means -

(a) cash (including foreign currency) received by the company;

(b) a cheque received by the company in good faith which the directors have no reason forsuspecting will not be paid;

(c) a release of a liability of the company for a liquidated sum; or

(d) an undertaking to pay cash to the company on or before a date not more than 90 days afterthe date on which the company agrees to sell the shares.

(3) But if the company receives a notice under section 215 (Power to acquire shares ofshareholders dissenting from scheme or contract approved by 90% majority) that a person desiresto acquire any of the shares, the company shall not, under subsection (1), sell or transfer theshares to which the notice relates except to that person.

(4) The directors may take such steps as are requisite to enable the company to cancel itsshares under subsection (1) without complying with section 78B (reduction of share capital byprivate company), 78C (reduction of share capital by public company) or 78I (Court orderapproving reduction).

(5) Within 30 days of the cancellation or disposal of treasury shares in accordance withsubsection (1), the directors of the company shall lodge with the Registrar the notice of thecancellation or disposal of treasury shares in the prescribed form with such particulars as maybe required in the form, together with payment of the prescribed fee.

Options over unissued shares.

77.

-(1) An option granted after 29th December 1967 by a public company which enables any person totake up unissued shares of the company after a period of 5 years has elapsed from the date onwhich the option was granted shall be void.

(1A) An option granted on or after the commencement of the Companies (Amendment) Act 1998 by apublic company which enables any employee of that company or its related corporation (includingany director holding a salaried office or employment in that company or corporation) to take upunissued shares of the company after a period of 10 years had elapsed from the date on which theoption was granted shall be void and subsection (1) shall not apply to such an option.

(2) Subsection (1) or (1A) shall not apply in any case where the holders of debentures have anoption to take up shares of the company by way of redemption of the debentures.

Power of company to pay interest out of capital in certain cases.

78.


Where any shares of a company are issued for the purpose of raising money to defray the expensesof the construction of any works or buildings or the provision of any plant which cannot be madeprofitable for a long period, the company may pay interest on so much of such share capital(except treasury shares) as is for the time being paid up and charge the interest so paid tocapital as part of the cost of the construction or provision but -

(a) no such payment shall be made unless it is authorised, by the articles or by specialresolution, and is approved by the Court;

(b) before approving any such payment, the Court may at the expense of the company appoint aperson to inquire and report as to the circumstances of the case, and may require the company togive security for the payment of the costs of the inquiry;

(c) the payment shall be made only for such period as is determined by the Court, but in no caseextending beyond a period of 12 months after the works or buildings have been actually completedor the plant provided;

(d) the rate of interest shall in no case exceed 5% per annum or such other rate as is for thetime being prescribed; and

(e) the payment of the interest shall not operate as a reduction of the shares in respect ofwhich it is paid.

Division 3A - Reduction of Share Capital

Division 3A - Reduction of Share Capital

Preliminary

78A.

-(1) A company may reduce its share capital under the provisions of this Division in any wayand, in particular, do all or any of the following:

(a) extinguish or reduce the liability on any of its shares in respect of share capital not paidup;

(b) cancel any paid-up share capital which is lost or unrepresented by available assets;

(c) return to shareholders any paid-up share capital which is more than it needs.

(2) A company may not reduce its share capital in any way except by a procedure provided for itby the provisions of this Division.

(3) A company's memorandum or articles may exclude or restrict any power to reduce share capitalconferred on the company by this Division.

(4) In this Division -

"Comptroller" means the Comptroller of Income Tax appointed under section 3(1) of the Income TaxAct (Cap. 134);

"reduction information" , in relation to a proposed reduction of share capital by a specialresolution of a company, means the following information:

(a) the amount of the company's share capital that is thereby reduced; and


(b) the number of shares that are thereby cancelled;

"resolution date" , in relation to a resolution, means the date when the resolution is passed.

(5) This Division shall not apply to an unlimited company, and shall not preclude such a companyfrom reducing in any way its share capital.

(6) This Division shall not apply to the purchase or acquisition or proposed purchase oracquisition by a company of its own shares in accordance with sections 76B to 76G.

Reduction of share capital by private company

78B.

-(1) A private company limited by shares may reduce its share capital in any way by a specialresolution if the company -

(a) sends to the Comptroller a notice -

(i) stating that the resolution has been passed; and

(ii) containing the text of the resolution and the resolution date, within 8 days beginning withthe resolution date;

(b) meets the solvency requirements; and

(c) meets such publicity requirements as may be prescribed by the Minister, but the resolutionand the reduction of the share capital shall take effect only as provided by section 78E.

(2) Notwithstanding subsection (1), the company need not meet the solvency requirements if thereduction of share capital is solely by way of cancellation of any paid-up share capital whichis lost or unrepresented by available assets.

(3) For the purposes of subsection (1), the company meets the solvency requirements if -

(a) all the directors of the company make a solvency statement in relation to the reduction ofcapital; and

(b) the statement is made -

(i) in time for subsection (4) (a) to be complied with; but

(ii) not before the beginning of the period of 15 days ending with the resolution date.

(4) Unless subsection (2) applies, the company -

(a) shall -

(i) if the resolution for reducing share capital is a special resolution to be passed by writtenmeans under section 184A, ensure that every copy of the resolution served under section 183 (3A)or 184C (1) (as the case may be) is accompanied by a copy of the solvency statement; or

(ii) if the resolution is a special resolution to be passed in a general meeting, throughoutthat meeting make the solvency statement or a copy of it available for inspection by the membersat that meeting; and


(b) shall, throughout the 6 weeks beginning with the resolution date, make the solvencystatement or a copy of it available at the company's registered office for inspection free ofcharge by any creditor of the company.

(5) The resolution does not become invalid by virtue only of a contravention of subsection (4),but every officer of the company who is in default shall be guilty of an offence.

(6) Any requirement under subsection (4) (b) ceases if the resolution is revoked.

Reduction of share capital by public company

78C.

-(1) A public company may reduce its share capital in any way by a special resolution if thecompany -

(a) sends to the Comptroller a notice -

(i) stating that the resolution has been passed; and

(ii) containing the text of the resolution and the resolution date, within 8 days beginning withthe resolution date;

(b) meets the solvency requirements; and

(c) meets such publicity requirements as may be prescribed by the Minister, but the resolutionand the reduction of the share capital shall take effect only as provided by section 78E.

(2) Notwithstanding subsection (1), the company need not meet the solvency requirements if thereduction of share capital is solely by way of cancellation of any paid-up share capital whichis lost or unrepresented by available assets.

(3) The company meets the solvency requirements if -

(a) all the directors of the company make a solvency statement in relation to the reduction ofshare capital;

(b) the statement is made -

(i) in time for subsection (4) (a) to be complied with; but

(ii) not before the beginning of the period of 22 days ending with the resolution date; and

(c) a copy of the solvency statement is lodged with the Registrar, together with the copy of theresolution required to be lodged with the Registrar under section 186, within 15 days beginningwith the resolution date.

(4) Unless subsection (2) applies, the company shall -

(a) throughout the meeting at which the resolution is to be passed, make the solvency statementor a copy of it available for inspection by the members at the meeting; and

(b) throughout the 6 weeks beginning with the resolution date, make the solvency statement or acopy of it available at the company's registered office for inspection free of charge by anycreditor of the company.


(5) The resolution does not become invalid by virtue only of a contravention of subsection (4),but every officer of the company who is in default shall be guilty of an offence.

(6) Any requirement under subsection (3) (c) or (4) (b) ceases if the resolution is revoked.

Creditor's right to object to company's reduction

78D.

-(1) This section shall apply where a company has passed a special resolution for reducing sharecapital under section 78B or 78C.

(2) Any creditor of the company to which this subsection applies may, at any time during the 6weeks beginning with the resolution date, apply to the Court for the resolution to be cancelled.

(3) Subsection (2) shall apply to a creditor of the company who, at the date of his applicationto the Court, is entitled to any debt or claim which, if that date were the commencement of thewinding up of the company, would be admissible in proof against the company.

(4) When an application is made under subsection (2) -

(a) the creditor shall as soon as possible serve the application on the company; and

(b) the company shall as soon as possible give to the Registrar notice of the application.

Position at end of period for creditor objections

78E.

-(1) Where -

(a) a private company passes a special resolution for reducing its share capital and meets therequirements under section 78B (1) (a) and (c) and the solvency requirements under section 78B(3) (if applicable); and

(b) no application for cancellation of the resolution has been made under section 78D (2) duringthe 6 weeks beginning with the resolution date, for the reduction of share capital to takeeffect, the company must lodge with the Registrar -

(i) a copy of the resolution in accordance with section 186; and

(ii) the following documents after the end of 6 weeks, and before the end of 8 weeks, beginningwith the resolution date:

(A) a copy of the solvency statement under section 78B (3) (if applicable);

(B) a statement made by the directors confirming that the requirements under section 78B (1) (a)and (c) and the solvency requirements under section 78B (3) (if applicable) have been compliedwith, and that no application for cancellation of the resolution has been made; and

(C) a notice containing the reduction information.

(2) Where -

(a) a public company passes a special resolution for reducing its share capital and meets the


requirements under section 78C (1) (a) and (c) and the solvency requirements (if applicable)under section 78C (3); and

(b) no application for cancellation of the resolution has been made under section 78D (2) duringthe 6 weeks beginning with the resolution date, for the reduction of share capital to takeeffect, the company must lodge with the Registrar the following documents after the end of 6weeks, and before the end of 8 weeks, beginning with the resolution date:

(i) a statement made by the directors confirming that the requirements under section 78C (1) (a)and (c) and the solvency requirements under section 78C (3) (if applicable) have been compliedwith, and that no application for cancellation of the resolution has been made; and

(ii) a notice containing the reduction information.

(3) Where -

(a) a private company passes a special resolution for reducing its share capital and meets therequirements under section 78B (1) (a) and (c) and the solvency requirements under section 78B(3) (if applicable); but

(b) during the 6 weeks beginning with the resolution date, one or more applications forcancellation of the resolution are made under section 78D (2), for the reduction of sharecapital to take effect, the following conditions must be satisfied:

(i) the company has complied with section 78D (4) (b) (notification to Registrar) in relation toall such applications;

(ii) the proceedings in relation to each such application have been brought to an end -

(A) by the dismissal of the application under section 78F; or

(B) without determination (for example, because the application has been withdrawn); and

(iii) the company has, within 15 days beginning with the date on which the last such proceedingswere brought to an end in accordance with paragraph (ii), lodged with the Registrar -

(A) a statement made by the directors confirming that the requirements under section 78B (1) (a)and (c), the solvency requirements under section 78B (3) (if applicable) and section 78D (4) (b)have been complied with, and that the proceedings in relation to each such application have beenbrought to an end by the dismissal of the application or without determination;

(B) in relation to each such application which has been dismissed by the Court, a copy of theorder of the Court dismissing the application; and


(4) Where -

(a) a public company passes a special resolution for reducing its share capital and meets therequirements under section 78C (1) (a) and (c) and the solvency requirements under section 78C(3) (if applicable); but

(b) during the 6 weeks beginning with the resolution date, one or more applications forcancellation of the resolution are made under section 78D (2), for the reduction of capital to


take effect, the following conditions must be satisfied:

(i) the company has complied with section 78D (4) (b) (notification to Registrar) in relation toall such applications;

(ii) the proceedings in relation to each such application have been brought to an end -

(A) by the dismissal of the application under section 78F; or

(B) without determination (for example, because the application has been withdrawn); and

(iii) the company has, within 15 days beginning with the date on which the last such proceedingswere brought to an end in accordance with paragraph (ii), lodged with the Registrar -

(A) a statement made by the directors confirming that the requirements under section 78C (1) (a)and (c), the solvency requirements under section 78C (3) (if applicable) and section 78D (4)have been complied with, and that the proceedings in relation to each such application have beenbrought to an end by the dismissal of the application or without determination;

(B) in relation to each such application which has been dismissed by the Court, a copy of theorder of the Court dismissing the application; and


(5) The resolution in a case referred to in subsection (1), (2), (3) or (4), and the reductionof the share capital, shall take effect when the Registrar has recorded the information lodgedwith him in the appropriate register.

Power of Court where creditor objection made

78F.

-(1) An application by a creditor under section 78D shall be determined by the Court inaccordance with this section.

(2) The Court shall make an order cancelling the resolution if, at the time the application isconsidered, the resolution has not been cancelled previously, any debt or claim on which theapplication was based is outstanding and the Court is satisfied that -

(a) the debt or claim has not been secured and the applicant does not have other adequatesafeguards for it; and

(b) it is not the case that security or other safeguards are unnecessary in view of the assetsthat the company would have after the reduction.

(3) Otherwise, the Court shall dismiss the application.

(4) Where the Court makes an order under subsection (2), the company must send notice of theorder to the Registrar within 15 days beginning with the date the order is made.

(5) If a company contravenes subsection (4), every officer of the company who is in defaultshall be guilty of an offence.

(6) For the purposes of this section, a debt is outstanding if it has not been discharged, and aclaim is outstanding if it has not been terminated.


Reduction by special resolution subject to Court approval

78G.

-(1) A company limited by shares may, as an alternative to reducing its share capital undersection 78B or 78C, reduce it in any way by a special resolution approved by an order of theCourt under section 78I, but the resolution and the reduction of the share capital shall nottake effect until -

(a) that order has been made;

(b) the company has complied with section 78I (3) (lodgment of information with Registrar); and

(c) the Registrar has recorded the information lodged with him under section 78I (3) in theappropriate register.

(2) The company shall -

(a) within 8 days beginning with the resolution date; and

(b) in any case, before making an application to the Court under subsection (1), send to theComptroller a notice stating that the resolution has been passed and containing the text of theresolution and the resolution date.

Creditor protection

78H.

-(1) This section shall apply if a company makes an application under section 78G (1) and theproposed reduction of share capital involves either -

(a) a reduction of liability in respect of unpaid share capital; or

(b) the payment to a shareholder of any paid-up share capital, and also applies if the Court sodirects in any other case where a company makes an application under that section.

(2) Upon the application to the Court, the Court shall settle a list of qualifying creditors.

(3) If the proposed reduction of share capital involves either -

(a) a reduction of liability in respect of unpaid share capital; or

(b) the payment to a shareholder of any paid-up share capital, the Court may, if having regardto any special circumstances of the case it thinks it appropriate to do so, direct that anyclass or classes of creditors shall not be qualifying creditors.

(4) For the purpose of settling the list of qualifying creditors, the Court -

(a) shall ascertain, as far as possible without requiring an application from any creditor, thenames of qualifying creditors and the nature and amount of their debts or claims; and

(b) may publish notices fixing a day or days within which creditors not included in the list areto claim to be so included or are to be excluded from the list.

(5) Any officer of the company who -


(a) intentionally conceals the name of a qualifying creditor;

(b) intentionally misrepresents the nature or amount of the debt or claim of any creditor; or

(c) aids, abets or is privy to any such concealment or misrepresentation, shall be guilty of anoffence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment fora term not exceeding 3 years.

(6) In this section and section 78I but subject to subsection (3), "qualifying creditor" means acreditor of the company who, at a date fixed by the Court, is entitled to any debt or claimwhich, if that date were the commencement of the winding up of the company, would be admissiblein proof against the company.

Court order approving reduction

78I.

-(1) On an application by a company under section 78G (1), the Court may, subject to subsection(2), make an order approving the reduction in share capital unconditionally or on such terms andconditions as it thinks fit.

(2) If, at the time the Court considers the application, there is a qualifying creditor withinthe meaning of section 78H -

(a) who is included in the Court's list of qualifying creditors under that section; and

(b) whose claim has not been terminated or whose debt has not been discharged, the Court mustnot make an order approving the reduction unless satisfied, as respects each qualifyingcreditor, that -

(i) he has consented to the reduction;

(ii) his debt or claim has been secured or he has other adequate safeguards for it; or

(iii) security or other safeguards are unnecessary in view of the assets the company would haveafter the reduction.

(3) Where an order is made under this section approving a company's reduction in share capital,the company shall (for the reduction to take effect) lodge with the Registrar -

(a) a copy of the order; and

(b) a notice containing the reduction information, within 90 days beginning with the date theorder is made, or within such longer period as the Registrar may, on the application of thecompany and on receiving the prescribed fee, allow.

Offences for making groundless or false statements

78J.

A director making a statement under section 78E (1) (ii) (B), (2) (i), (3) (iii) (A) or (4)(iii) (A) shall be guilty of an offence if the statement -

(a) is false; and

(b) is not believed by him to be true.


Liability of members on reduced shares

78K.

Where a company's share capital is reduced under any provision of this Division, a member of thecompany (past or present) is not liable in respect of the issue price of any share to any callor contribution greater in amount than the difference (if any) between -

(a) the issue price of the share; and

(b) the aggregate of the amount paid up on the share (if any) and the amount reduced on theshare.

Division 4 - Substantial shareholdings

Division 4 - Substantial shareholdings

Application and interpretation of Division.

79.

-(1) This section shall have effect for the purposes of this Division but shall not prejudicethe operation of any other provision of this Act.

(2) A reference to a company is a reference -

(a) to a company all or any of the shares in which are listed for quotation on the official listof a securities exchange as defined in the Securities and Futures Act 2001;

Cap. 289.

(b) to a body corporate, being a body incorporated in Singapore, that is for the time beingdeclared by the Minister, by notification in the Gazette, to be a company for the purposes ofthis Division; or

(c) to a body, not being a body corporate formed in Singapore, that is for the time beingdeclared by the Minister, by notification in the Gazette, to be a company for the purposes ofthis Division.

(3) In relation to a company the whole or a portion of the share capital of which consists ofstock, an interest of a person in any such stock shall be deemed to be an interest in an issuedshare in the company having attached to it the same rights as are attached to that stock.

(4) A reference in the definition of "voting share" in section 4 (1) to a body corporateincludes a reference to a body referred to in subsection (2) (c).

Persons obliged to comply with Division.

80.

-(1) The obligation to comply with this Division extends to all natural persons, whetherresident in Singapore or not and whether citizens of Singapore or not, and to all bodiescorporate, whether incorporated or carrying on business in Singapore or not.

(2) This Division extends to acts done or omitted to be done outside Singapore.

(3) The Minister may, by order published in the Gazette, exempt any person or any class ofpersons from all or any of the provisions of this Division, subject to such terms or conditionsas may be prescribed.


Substantial shareholdings and substantial shareholders.

81.

-(1) For the purposes of this Division, a person has a substantial shareholding in a company if-

(a) he has an interest or interests in one or more voting shares in the company; and

(b) the total votes attached to that share, or those shares, is not less than 5% of the totalvotes attached to all the voting shares in the company.

(2) For the purposes of this Division, a person has a substantial shareholding in a company,being a company the share capital of which is divided into 2 or more classes of shares, if -

(a) he has an interest or interests in one or more voting shares included in one of thoseclasses; and

(b) the total votes attached to that share, or those shares, is not less than 5% of the totalvotes attached to all the voting shares included in that class.

(3) For the purposes of this Division, a person who has a substantial shareholding in a companyis a substantial shareholder in that company.

(4) In this section and section 83, "voting shares" exclude treasury shares.


Substantial shareholder to notify company of his interests.

82.

-(1) A person who is a substantial shareholder in a company shall give notice in writing to thecompany stating his name and address and full particulars (including unless the interest orinterests cannot be related to a particular share or shares the name of the person who isregistered as the holder) of the voting shares in the company in which he has an interest orinterests and full particulars of each such interest and of the circumstances by reason of whichhe has that interest.

(2) The notice shall be given -

(a) if the person was a substantial shareholder on 1st October 1971 - within one month afterthat date; or

(b) if the person became a substantial shareholder after that date - within 2 business daysafter becoming a substantial shareholder.

(3) The notice shall be so given notwithstanding that the person has ceased to be a substantialshareholder before the expiration of whichever period referred to in subsection (2) isapplicable.

Substantial shareholder to notify company of change in interests

83.

-(1) Where there is a change in the percentage level of the interest or interests of a


substantial shareholder in a company in voting shares in the company, the substantialshareholder shall give notice in writing to the company stating the information specified insubsection (2) within 2 business days after he becomes aware of such a change.

(2) The information referred to in subsection (1) shall be -

(a) the name and address of the substantial shareholder;

(b) the date of the change and the circumstances leading to that change; and

(c) such other particulars as may be prescribed.

(3) In subsection (1), "percentage level", in relation to a substantial shareholder, means thepercentage figure ascertained by expressing the total votes attached to all the voting shares inwhich the substantial shareholder has an interest or interests immediately before or (as thecase may be) immediately after the relevant time as a percentage of the total votes attached to-

(a) all the voting shares in the company; or

(b) where the share capital of the company is divided into 2 or more classes of shares, all thevoting shares included in the class concerned, and, if it is not a whole number, rounding thatfigure down to the next whole number.

Person who ceases to be substantial shareholder to notify company.

84.

-(1) A person who ceases to be a substantial shareholder in a company shall give notice inwriting to the company stating his name and the date on which he ceased to be a substantialshareholder and full particulars of the circumstances by reason of which he ceased to be asubstantial shareholder.

(2) The notice shall be given within 2 business days after the person ceased to be a substantialshareholder.

References to operation of section 7.

85.

The circumstances required to be stated in the notice under section 82, 83 or 84 includecircumstances by reason of which, having regard to section 7 -

(a) a person has an interest in voting shares;

(b) a change has occurred in an interest in voting shares; or

(c) a person has ceased to be a substantial shareholder in a company, respectively.

Persons holding shares as trustees.

86.

-(1) A person who holds voting shares in a company, being voting shares in which a non-residenthas an interest, shall give to the non-resident a notice in the prescribed form as to therequirements of this Division.


(2) The notice shall be given -

(a) if the first-mentioned person holds the shares on 1st October 1971 - within 14 days afterthat date; or

(b) if the first-mentioned person did not hold the shares on that date - within two days afterbecoming the holder of the shares.

(3) In this section, "non-resident" means a person who is not resident in Singapore or a bodycorporate that is not incorporated in Singapore.

(4) Nothing in this section affects the operation of section 80.

Registrar may extend time for giving notice under this Division.

87.

The Registrar may, on the application of a person who is required to give a notice under thisDivision, in his discretion, extend, or further extend, the time for giving the notice.

Company to keep register of substantial shareholders.

88.

-(1) A company shall keep a register in which it shall forthwith enter -

(a) in alphabetical order the names of persons from whom it has received a notice under section82; and

(b) against each name so-entered, the information given in the notice and, where it receives anotice under section 83 or 84, the information given in that notice.

(2) The register shall be kept at the registered office of the company, or, if the company doesnot have a registered office, at the principal place of business of the company in Singapore andshall be open for inspection by a member of the company without charge and by any other personon payment for each inspection of a sum of $2 or such lesser sum as the company requires.

(3) A person may request the company to furnish him with a copy of the register or any part ofthe register on payment in advance of a sum of $1 or such lesser sum as the company requires forevery page or part thereof required to be copied and the company shall send the copy to thatperson, within 14 days or such longer period as the Registrar thinks fit, after the day on whichthe request is received by the company.

(4) The Registrar may at any time in writing require the company to furnish him with a copy ofthe register or any part of the register and the company shall furnish the copy within 7 daysafter the day on which the requirement is received by the company.

(5) If default is made in complying with this section, the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000 and in the case of a continuing offence to a further fine of $500 forevery day during which the offence continues after conviction.

(6) A company is not, by reason of anything done under this Division -

(a) to be taken for any purpose to have notice of; or


(b) to be put upon inquiry as to, a right of a person to or in relation to a share in thecompany.

Offences against certain sections.

89.

A person who fails to comply with section 82, 83, 84 or 86 shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $5,000 and in the case of a continuingoffence to a further fine of $500 for every day during which the offence continues afterconviction.

Defence to prosecutions.

90.

-(1) It is a defence to a prosecution for failing to comply with section 82, 83, 84 or 86 if thedefendant proves that his failure was due to his not being aware of a fact or occurrence theexistence of which was necessary to constitute the offence and that -

(a) he was not so aware on the date of the summons; or

(b) he became so aware less than 7 days before the date of the summons.

(2) For the purposes of subsection (1), a person shall conclusively be presumed to have beenaware of a fact or occurrence at a particular time -

(a) of which he would, if he had acted with reasonable diligence in the conduct of his affairs,have been aware at that time; or

(b) of which an employee or agent of the person, being an employee or agent having duties oracting in relation to his master's or principal's interest or interests in a share or shares inthe company concerned, was aware or would, if he had acted with reasonable diligence in theconduct of his master's or principal's affairs, have been aware at that time.

Powers of Court with respect to defaulting substantial shareholders.

91.

-(1) Where a person is a substantial shareholder, or at any time after 1st October 1971 has beena substantial shareholder in a company and has failed to comply with section 82, 83 or 84, theCourt may, on the application of the Minister, whether or not that failure still continues, makeone or more of the following orders:

(a) an order restraining the substantial shareholder from disposing of any interest in shares inthe company in which he is or has been a substantial shareholder;

(b) an order restraining a person who is, or is entitled to be registered as, the holder ofshares referred to in paragraph (a) from disposing of any interest in those shares;

(c) an order restraining the exercise of any voting or other rights attached to any share in thecompany in which the substantial shareholder has or has had an interest;

(d) an order directing the company not to make payment, or to defer making payment, of any sumdue from the company in respect of any share in which the substantial shareholder has or has hadan interest;


(e) an order directing the sale of all or any of the shares in the company in which thesubstantial shareholder has or has had an interest;

(f) an order directing the company not to register the transfer or transmission of specifiedshares;

(g) an order that any exercise of the voting or other rights attached to specified shares in thecompany in which the substantial shareholder has or has had an interest be disregarded;

(h) for the purposes of securing compliance with any other order made under this section, anorder directing the company or any other person to do or refrain from doing a specified act.

(2) Any order made under this section may include such ancillary or consequential provisions asthe Court thinks just.

(3) An order made under this section directing the sale of a share may provide that the saleshall be made within such time and subject to such conditions, if any, as the Court thinks fit,including, if the Court thinks fit, a condition that the sale shall not be made to a person whois, or, as a result of the sale, would become a substantial shareholder in the company.

(4) The Court may direct that, where a share is not sold in accordance with an order of theCourt under this section, the share shall vest in the Registrar.

(5) The Court shall, before making an order under this section and in determining the terms ofsuch an order, satisfy itself, so far as it can reasonably do so, that the order would notunfairly prejudice any person.

(6) The Court shall not make an order under this section, other than an order restraining theexercise of voting rights, if it is satisfied -

(a) that the failure of the substantial shareholder to comply as mentioned in subsection (1) wasdue to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence;and

(b) that in all the circumstances, the failure ought to be excused.

(7) The Court may, before making an order under this section, direct that notice of theapplication be given to such persons as it thinks fit or direct that notice of the applicationbe published in such manner as it thinks fit, or both.

(8) The Court may rescind, vary or discharge an order made by it under this section or suspendthe operation of such an order.

(9) Section 347 applies in relation to a share that vests in the Registrar under this section asit applies in relation to an estate or interest in property vested in the Official Receiverunder the first-mentioned section.

(10) Any person who contravenes or fails to comply with an order made under this section that isapplicable to him shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 and in the case of a continuing offence to a further fine of $500 for every dayduring which the offence continues after conviction.

(11) Subsection (10) does not affect the powers of the Court in relation to the punishment ofcontempt of the Court.


Power of company to require disclosure of beneficial interest in its voting shares.

92.

-(1) Any company all of the shares in which are listed for quotation on the official list of asecurities exchange as defined in the Securities and Futures Act 2001 may by notice in writingrequire any member of the company within such reasonable time as is specified in the notice -

(a) to inform it whether he holds any voting shares in the company as beneficial owner or astrustee; and

(b) if he holds them as trustee, to indicate so far as he can the persons for whom he holds them(either by name or by other particulars sufficient to enable those persons to be identified) andthe nature of their interest.

(2) Where a company is informed in pursuance of a notice given to any person under subsection(1) or under this subsection that any other person has an interest in any of the voting sharesin a company, the company may by notice in writing require that other person within suchreasonable time as is specified in the notice -

(a) to inform it whether he holds that interest as beneficial owner or as trustee; and

(b) if he holds it as trustee, to indicate so far as he can the persons for whom he holds it(either by name or by other particulars sufficient to enable them to be identified) and thenature of their interest.

(3) Any company to which this section applies may by notice in writing require any member of thecompany to inform it, within such reasonable time as is specified in the notice, whether any ofthe voting rights carried by any voting shares in the company held by him are the subject of anagreement or arrangement under which another person is entitled to control his exercise of thoserights and, if so, to give particulars of the agreement or arrangement and the parties to it.

(4) Whenever a company receives information from a person in pursuance of a requirement imposedon him under this section with respect to shares held by a member of the company, it shall beunder an obligation to inscribe against the name of that member in a separate part of theregister kept by it under section 88 -

(a) the fact that the requirement was imposed and the date on which it was imposed; and

(b) the information received in pursuance of the requirement.

(5) Section 88 shall apply in relation to the part of the register referred to in subsection (4)as it applies in relation to the remainder of the register and as if references to subsection(1) of that section included references to subsection (4).

(6) Subject to subsection (7), any person who -

(a) fails to comply with a notice under this section; or

(b) in purported compliance with such a notice makes any statement which he knows to be false ina material particular or recklessly makes any statement which is false in a material particular,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000or to imprisonment for a term not exceeding 2 years.


(7) A person shall not be guilty of an offence under subsection (6) (a) if he proves that theinformation in question was already in the possession of the company or that the requirement togive it was for any other reason frivolous or vexatious.

Division 5 -Debentures

Division 5 -Debentures

Register of debenture holders and copies of trust deed.

93.

-(1) Every company which issues debentures (not being debentures transferable by delivery) shallkeep a register of holders of the debentures at the registered office of the company or at someother place in Singapore.

(2) Every company shall within 7 days after the register is first kept at a place other than theregistered office lodge with the Registrar notice of the place where the register is kept andshall, within 7 days after any change in the place at which the register is kept, lodge with theRegistrar notice of the change.

(3) The register shall except when duly closed be open to the inspection of the registeredholder of any debentures and of any holder of shares in the company and shall containparticulars of the names and addresses of the debenture holders and the amount of debenturesheld by them.

(4) For the purposes of this section, a register shall be deemed to be duly closed if closed inaccordance with the provisions contained in the articles or in the debentures or debenture stockcertificates, or in the trust deed or other document relating to or securing the debentures,during such periods (not exceeding in the aggregate 30 days in any calendar year) as is thereinspecified.

(5) Every registered holder of debentures and every holder of shares in a company shall at hisrequest be supplied by the company with a copy of the register of the holders of debentures ofthe company or any part thereof on payment of $1 for every page or part thereof required to becopied, but the copy need not include any particulars as to any debenture holder other than hisname and address and the debentures held by him.

(6) A copy of any trust deed relating to or securing any issue of debentures shall be forwardedby the company to a holder of those debentures at his request on payment of the sum of $3 orsuch less sum as is fixed by the company, or where the copy has to be specially made to meet therequest on payment of $1 for every page or part thereof required to be copied.

(7) If inspection is refused, or a copy is refused or not forwarded within a reasonable time(but not more than one month) after a request has been made pursuant to this section, thecompany and every officer of the company who is in default shall be guilty of an offence.

(8) A company which issues debentures may cause to be kept in any place outside Singapore abranch register of debenture holders which shall be deemed to be part of the company's registerof debenture holders and Division 4 of Part V shall with such adaptations as are necessary applyto and in relation to the keeping of a branch register of debenture holders.

(9) If a company fails to comply with this section, the company and every officer of the companywho is in default shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $1,000 and also to a default penalty.

Specific performance of contracts.


94.

A contract with a company to take up and pay for any debentures of the company may be enforcedby an order for specific performance.

Perpetual debentures.

95.

A condition in any debenture or in any deed for securing any debentures whether the debenture ordeed is issued or made before or after 29th December 1967 shall not be invalid by reason onlythat the debentures are thereby made irredeemable or redeemable only on the happening of acontingency however remote or on the expiration of a period however long, any rule of law orequity to the contrary notwithstanding.

Reissue of redeemed debentures.

96.

-(1) Where a company has redeemed any debentures whether before or after 29th December 1967 -

(a) unless any provision to the contrary, whether express or implied, is contained in thearticles or in any contract entered into by the company; or

(b) unless the company has, by passing a resolution to that effect or by some other act,manifested its intention that the debentures shall be cancelled, the company shall have andshall be deemed always to have had power to reissue the debentures, either by reissuing the samedebentures or by issuing other debentures in their place but the reissue of a debenture or theissue of one debenture in place of another under this subsection, whether the reissue or issuewas made before or after that date, shall not be regarded as the issue of a new debenture forthe purpose of any provision limiting the amount or number of debentures that may be issued bythe company.

(2) After the reissue the person entitled to the debentures shall have and shall be deemedalways to have had the same priorities as if the debentures had never been redeemed.

(3) Where a company has either before or after 29th December 1967 deposited any of itsdebentures to secure advances on current account or otherwise, the debentures shall not bedeemed to have been redeemed by reason only of the account of the company having ceased to be indebit while the debentures remain so deposited.

97.

Repealed by S 236/2002, wef 01/07/2002.

98.

Repealed by S 236/2002, wef 01/07/2002.

99.

Repealed by S 236/2002, wef 01/07/2002.

Power of Court in relation to certain irredeemable debentures.

100.

-(1) Notwithstanding anything in any debenture or trust deed, the security for any debentureswhich are irredeemable or redeemable only on the happening of a contingency shall, if the Courtso orders, be enforceable, forthwith or at such other time as the Court directs if on the


application of the trustee for the holders of the debentures or (where there is no trustee) onthe application of the holder of any of the debentures the Court is satisfied that -

(a) at the time of the issue of the debentures the assets of the corporation which constitutedor were intended to constitute the security therefor were sufficient or likely to becomesufficient to discharge the principal debt and any interest thereon;

(b) the security, if realised under the circumstances existing at the time of the application,would be likely to bring not more than 60% of the principal sum of moneys outstanding (regardbeing had to all prior charges and charges ranking pari passu if any); and

(c) the assets covered by the security, on a fair valuation on the basis of a going concernafter allowing a reasonable amount for depreciation are worth less than the principal sum andthe borrowing corporation is not making sufficient profit to pay the interest due on theprincipal sum or (where no definite rate of interest is payable) interest thereon at such rateas the Court considers would be a fair rate to expect from a similar investment.

(2) Subsection (1) shall not affect any power to vary rights or accept any compromise orarrangement created by the terms of the debentures or the relevant trust deed or under acompromise or arrangement between the borrowing corporation and creditors.

(3) Subsection (1) shall not apply in relation to any debenture that is offered to the publicfor subscription or purchase.

101.

Repealed by S 236/2002, wef 01/07/2002.

102.

Repealed by S 236/2002, wef 01/07/2002.

103.

Repealed by S 236/2002, wef 01/07/2002.

104.

Repealed by S 236/2002, wef 01/07/2002.

105.

Repealed by S 236/2002, wef 01/07/2002.

106.

Repealed by S 236/2002, wef 01/07/2002.

DIVISION 5A

DIVISION 5A

Repealed by S 236/2002, wef 01/07/2002.

DIVISION 6

DIVISION 6

Repealed by S 236/2002, wef 01/07/2002.

Division 7 - Title and transfers

Division 7 - Title and transfers

Nature of shares.


121.

The shares or other interest of any member in a company shall be movable property, transferablein the manner provided by the articles, and shall not be of the nature of immovable property.

Numbering of shares.

122.

-(1) Each share in a company shall be distinguished by an appropriate number.

(2) Notwithstanding subsection (1) -

(a) if at any time all the issued shares in a company or all the issued shares therein of aparticular class are fully paid up and rank equally for all purposes, none of those shares needthereafter have a distinguishing number so long as each of those shares remains fully paid upand ranks equally for all purposes with all shares of the same class for the time being issuedand fully paid up; or

(b) if all the issued shares in a company are evidenced by certificates in accordance withsection 123 and each certificate is distinguished by an appropriate number and that number isrecorded in the register of members, none of those shares need have a distinguishing number.

Certificate to be evidence of title.

123.

-(1) A certificate under the common or official seal of a company specifying any shares held byany member of the company shall be prima facie evidence of the title of the member to theshares.

(2) Every share certificate shall be under the common seal of the company or, in the case of ashare certificate relating to shares on a branch register, the official seal of the company andshall state as at the date of the issue of the certificate -

(a) the name of the company and the authority under which the company is constituted;

(b) the address of the registered office of the company in Singapore, or, where the certificateis issued by a branch office, the address of that branch office; and

(c) the class of the shares, the amount paid on the shares, the amount (if any) unpaid on theshares and the extent to which the shares are paid up.

(3) Failure to comply with this section shall not affect the rights of any holder of shares.

(4) If default is made in complying with this section, the company and every officer of thecompany who is in default shall be guilty of an offence.

Company may have duplicate common seal.

124.

A company may, if authorised by its articles, have a duplicate common seal which shall be afacsimile of the common seal of the company with the addition on its face of the words "ShareSeal" and a certificate under such duplicate seal shall be deemed to be sealed with the commonseal of the company for the purposes of this Act.

Loss or destruction of certificates.


125.

-(1) Subject to subsection (2), where a certificate or other document of title to shares ordebentures is lost or destroyed, the company shall on payment of a fee not exceeding $2 issue aduplicate certificate or document in lieu thereof to the owner on his application accompanied by-

(a) a statutory declaration that the certificate or document has been lost or destroyed, and hasnot been pledged, sold or otherwise disposed of, and, if lost, that proper searches have beenmade; and

(b) an undertaking in writing that if it is found or received by the owner it will be returnedto the company.

(2) Where the value of the shares or debentures represented by the certificate or document isgreater than $500 the directors of the company may, before accepting an application for theissue of a duplicate certificate or document, require the applicant -

(a) to cause an advertisement to be inserted in a newspaper circulating in a place specified bythe directors stating that the certificate or document has been lost or destroyed and that theowner intends after the expiration of 14 days after the publication of the advertisement toapply to the company for a duplicate; or

(b) to furnish a bond for an amount equal to at least the current market value of the shares ordebentures indemnifying the company against loss following on the production of the originalcertificate or document, or may require the applicant to do both of those things.

(3) Any duplicate certificate issued on or after the date of commencement of section 33 of theCompanies (Amendment) Act 2005 in respect of a share certificate issued before that date shallstate, in place of the historical nominal value of the shares, the amount paid on the shares andthe amount (if any) unpaid on the shares.

Instrument of transfer.

126.

-(1) Notwithstanding anything in its articles, a company shall not register a transfer of sharesor debentures unless a proper instrument of transfer has been delivered to the company, but thissubsection shall not prejudice any power to register as a shareholder or debenture holder anyperson to whom the right to any shares in or debentures of the company has been transmitted byoperation of law.

Transfer by personal representatives.

(2) A transfer of the share, debenture or other interest of a deceased person made by hispersonal representative shall, although the personal representative is not himself a member ofthe company, be as valid as if he had been such a member at the time of the execution of theinstrument of transfer.

(3) The production to a company of any document which is by law sufficient evidence of probateof the will, or letters of administration of the estate, of a deceased person having beengranted to some person shall be accepted by the company, notwithstanding anything in itsarticles, as sufficient evidence of the grant.

(4) In this section, "instrument of transfer" includes a written application for transmission ofa share debenture or other interest to a personal representative.


Registrations of transfer at request of transferor.

127.

-(1) On the request in writing of the transferor of any share, debenture or other interest in acompany the company shall enter in the appropriate register the name of the transferee in thesame manner and subject to the same conditions as if the application for the entry were made bythe transferee.

(2) On the request in writing of the transferor of a share or debenture the company shall bynotice in writing require the person having the possession, custody or control of the sharecertificate or debenture and the instrument of transfer thereof or either of them to bring it orthem into the office of the company within a stated period, being not less than 7 and not morethan 28 days after the date of the notice, to have the share certificate or debenture cancelledor rectified and the transfer registered or otherwise dealt with.

(3) If any person refuses or neglects to comply with a notice given under subsection (2), thetransferor may apply to a judge to issue a summons for that person to appear before the Courtand show cause why the documents mentioned in the notice should not be delivered up or producedas required by the notice.

(4) Upon appearance of a person so summoned the Court may examine him upon oath and receiveother evidence, or if he does not appear after being duly served with such summons, the Courtmay receive evidence in his absence and in either case the Court may order him to deliver upsuch documents to the company upon such terms or conditions as to the Court seems fit, and thecosts of the summons and proceedings thereon shall be in the discretion of the Court.

(5) Lists of share certificates or debentures called in under this section and not brought inshall be exhibited in the office of the company and shall be advertised in such newspapers andat such times as the company thinks fit.

Notice of refusal to register transfer.

128.

-(1) If a company refuses to register a transfer of any shares, debentures or other interests inthe company it shall, within one month after the date on which the transfer was lodged with it,send to the transferor and to the transferee notice of the refusal.

(2) Where an application is made to a company for a person to be registered as a member inrespect of shares which have been transferred or transmitted to him by act of parties oroperation of law, the company shall not refuse registration by virtue of any discretion in thatbehalf conferred by the articles unless it has served on the applicant, within one monthbeginning with the day on which the application was made, a notice in writing stating the factswhich are considered to justify refusal in the exercise of that discretion.

(3) If default is made in complying with this section, the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $1,000 and also to a default penalty.

Notice of transfer of shares

128A.

-(1) Where there has been a transfer of shares, a company may lodge with the Registrar notice ofthat transfer of shares in the prescribed form.


(2) The notice must state -

(a) every other transfer of shares effected prior to the date of the notice, other than atransfer that has been previously notified to the Registrar; or

(b) if it has more than 50 members after the transfer, the prescribed information in relation tothe shares held by each of the 50 members who hold the most number of shares in the companyafter the transfer.

Certification of transfers.

129.

-(1) The certification by a company of any instrument of transfer of shares, debentures or otherinterests in the company shall be taken as a representation by the company to any person actingon the faith of the certification that there have been produced to the company such documents ason the face of them show a prima facie title to the shares, debentures or other interests in thetransferor named in the instrument of transfer but not as a representation that the transferorhas any title to the shares, debentures or other interests.

(2) Where any person acts on the faith of a false certification by a company made negligently,the company shall be under the same liability to him as if the certification had been madefraudulently.

(3) Where any certification is expressed to be limited to 42 days or any longer period from thedate of certification, the company and its officers shall not, in the absence of fraud, beliable in respect of the registration of any transfer of shares, debentures or other interestscomprised in the certification after the expiration of the period so limited or any extensionthereof given by the company if the instrument of transfer has not within that period beenlodged with the company for registration.

(4) For the purposes of this section -

(a) an instrument of transfer shall be deemed to be certificated if it bears the words"certificate lodged" or words to the like effect;

(b) the certification of an instrument of transfer shall be deemed to be made by a company if -

(i) the person issuing the instrument is a person apparently authorised to issue certificatedinstruments of transfer on the company's behalf; and

(ii) the certification is signed by a person apparently authorised to certificate transfers onthe company's behalf or by any officer either of the company or of a corporation so apparentlyauthorised; and

(c) a certification that purports to be authenticated by a person's signature or initials(whether handwritten or not) shall be deemed to be signed by him unless it is shown that thesignature or initials were not placed there by him and were not placed there by any other personapparently authorised to use the signature or initials for the purpose of certificatingtransfers on the company's behalf.

Duties of company with respect to issue of certificates.

130.


-(1) Every company shall within two months after the allotment of any of its shares ordebentures, and within one month after the date on which a transfer (other than such a transferas the company is for any reason entitled to refuse to register and does not register) of any ofits shares or debentures is lodged with the company, complete and have ready for delivery allthe appropriate certificates and debentures in connection with the allotment or transfer.


Power of Court where default in issue of certificates.

(3) If any company on which a notice has been served requiring the company to make good anydefault in complying with this section fails to make good the default within 10 days after theservice of the notice, the Court may, on the application of the person entitled to have thecertificates or the debentures delivered to him, make an order directing the company and anyofficer of the company to make good the default within such time as is specified in the order,and the order may provide that all costs of and incidental to the application shall be borne bythe company or by any officer of the company in default in such proportions as the Court thinksfit.

Division 7A - The Central Depository System - a book-entry or scripless system for the transfer of securities

Division 7A - The Central Depository System - a book-entry or scripless system

for the transfer of securities

Interpretation.

130A.

In this Division 7A - unless the contrary intention appears -

"account holder" means a person who has an account directly with the Depository and not througha depository agent;

"bare trustee" means a trustee who has no beneficial interest in the subject-matter of thetrust;

"book-entry securities" , in relation to the Depository, means listed securities -

(a) the documents evidencing title to which are deposited by a depositor with the Depository andare registered in the name of the Depository or its nominee; and

(b) which are transferable by way of book-entry in the Depository Register and not by way of aninstrument of transfer;

"Depository" means the Central Depository (Pte) Limited or any other corporation approved by theMinister as a depository company or corporation for the purposes of this Act, which operates theCentral Depository System for the holding and transfer of book-entry securities;

"Depository Register" means a register maintained by the Depository in respect of book-entrysecurities;

"depositor" means an account holder or a depository agent but does not include a sub-accountholder;


"depository agent" means a member company of the Securities Exchange, a trust company (licensedunder the Trust Companies Act 2005), a banking corporation or merchant bank (approved by theMonetary Authority of Singapore under the Monetary of Singapore Act) or any other person or bodyapproved by the Depository who or which -

(a) performs services as a depository agent for sub-account holders in accordance with the termsof a depository agent agreement entered into between the Depository and the depository agent;

(b) deposits book-entry securities with the Depository on behalf of the sub-account holders; and

(c) establishes an account in its name with the Depository;

"derivative instruments" , in relation to debentures, stocks and shares, includes warrants,transferable subscription rights, options to subscribe for stocks or shares, convertibles,depository receipts and such other instruments as the Minister may, by order, prescribe;

"documents evidencing title" means -

(a) in the case of stocks, shares, debentures or any derivative instruments related thereto of acompany or debentures or any derivative instruments related thereto of the Government - thestock certificates, share certificates, debenture certificates or certificates representing thederivative instrument, as the case may be; and

(b) in the case of stocks, shares, debentures or any derivative instruments related thereto of aforeign company or debentures of any derivative instruments related thereto of a foreigngovernment or of an international body , or any other securities - such documents or otherevidence of title thereto, as the Depository may require;

"international body" means the Asian Development Bank, the International Bank for Reconstructionand Development, the International Monetary Fund, the European Bank for Reconstruction andDevelopment and such other international bodies as the Minister may, by order, prescribe;

"instrument" includes a deed or any other instrument in writing;

"rules" means the rules made by the Depository in relation to the operation of the CentralDepository System and includes the Central Depository Rules and Procedures made by theDepository pursuant to its Articles of Association (as the same may be amended from time totime) and any rule with regard to payment of fees to the Depository;

"securities" has the same meaning as in section 2 (1) of the Securities and Futures Act (Cap.289), and includes derivative instruments;

"Securities Exchange" means the Singapore Exchange Securities Trading Limited;

"sub-account holder" means a holder of an account maintained with a depository agent.

Application of this Division

130B.

-(1) This Division shall apply only to -

(a) book-entry securities; and

(b) designated securities, as if a reference to "book-entry securities" includes a reference to


designated securities.

(2) The application of this Division to designated securities under subsection (1) (b) shall besubject to such modifications as the Minister may by order prescribe, and differentmodifications may be prescribed for different classes of designated securities.

(3) In this section, "designated securities" means such securities as may be accepted ordesignated by the Depository or its nominee for deposit, custody, clearing or book-entrysettlement.

Establishment of Central Depository System.

130C.

There is hereby established a computerised Central Depository System whereby, in accordance withthe rules of the Depository -

(a) documents evidencing title in respect of securities (with where applicable, in the case ofshares or registered debentures, proper instruments of transfer duly executed) are depositedwith the Depository and are registered in the name of this Depository or its nominee;

(b) accounts are maintained by the Depository in the names of the depositors so as to reflectthe title of the depositors to the book-entry securities; and

(c) transfers of the book-entry securities are effected electronically, and not by any othermeans, by the Depository making an appropriate entry in the Depository Register of the book-entry securities that have been transferred.

Depository or nominee deemed to be bare trustee

130CA.

-(1) The Depository or its nominee shall be deemed to hold the book-entry securities depositedwith it as a bare trustee for the collective benefit of depositors.

(2) Subject to subsections (3) and (4), a depositor shall not have any right to specific book-entry securities deposited with the Depository or its nominee but shall be entitled to a prorata share computed on the basis of the book-entry securities credited to one or more accountsin the name of the depositor.

(3) A depository agent shall be deemed to hold book-entry securities deposited in its name withthe Depository or its nominee, on behalf of any sub-account holder, as a bare trustee.

(4) A sub-account holder shall not have any right to specific book-entry securities depositedwith the Depository or its nominee but shall be entitled to a pro rata share computed on thebasis of the book-entry securities credited to one or more accounts maintained by the sub-account holder with a depository agent.

Depository not a member of a company and depositors deemed to be members.

130D.

-(1) Notwithstanding anything in this Act or any other written law or rule of law or in anyinstrument or in the memorandum or articles of a corporation, where book-entry securities of thecorporation are deposited with the Depository or its nominee -

(a) the Depository or its nominee (as the case may be) shall be deemed not to be a member of the


corporation; and

(b) the persons named as the depositors in a Depository Register shall, for such period as thebook-entry securities are entered against their names in the Depository Register, be deemed tobe -

(i) members of the corporation in respect of the amount of book-entry securities (relating tothe stocks or shares issued by the corporation) entered against their respective names in theDepository Register; or

(ii) holders of the amount of the book-entry securities (relating to the debentures or anyderivative instrument) entered against their respective names in the Depository Register.

(1A) Notwithstanding anything in this Act or any other written law or rule of law or in anyinstrument or in the memorandum or articles of a corporation, where book-entry securitiesrelating to units in any collective investment scheme within the meaning of the Securities andFutures Act (Cap. 289) (whether or not constituted as a corporation) are deposited with theDepository or its nominee -

(a) the Depository or its nominee (as the case may be) shall be deemed not to be a holder of thebook-entry securities; and

(b) the persons named as the depositors in a Depository Register shall, for such period as thebook-entry securities are entered against their names in the Depository Register, be deemed tobe holders of the amount of the book-entry securities entered against their respective names inthe Depository Register.

(2) Nothing in this Division shall be construed as affecting -

(a) the obligation of a company to keep -

(i) a register of its members under section 190 and allow inspection of the register undersection 192; and

(ii) a register of holders of debentures issued by the company under section 93 and allowinspection of the register under that section, except that the company shall not be obliged toenter in such registers the names and particulars of persons who are deemed members or holdersof debentures under subsection (1) (b);

(b) the right of a depositor to withdraw his documents evidencing title in respect of securitiesfrom the Depository at any time in accordance with the rules of the Depository and to registerthem in his or any other name; or

(c) the enjoyment of any right, power or privilege conferred by, or the imposition of anyliability, duty or obligation under this Act, any rule of law or under any instrument or underthe memorandum or articles of association of a corporation upon a depositor, as a member of acorporation or as a holder of debentures or any derivative instruments except to the extentprovided for in this Division or prescribed by regulations made thereunder.

(3) Notwithstanding any provision in this Act, a depositor shall not be regarded as a member ofa company entitled to attend any general meeting of the company and to speak and vote thereatunless his name appears on the Depository Register 48 hours before the general meeting.

(4) The payment by a corporation to the Depository of any dividend payable to a depositor shall,


to the extent of the payment made, discharge the corporation from any liability in respect ofthat payment.

Depository to certify names of depositors to corporation upon request.

130E.

The Depository shall certify the names of persons on the Depository Register to a corporation inaccordance with the rules of the Depository upon a written request being made to it by thecorporation.

Maintenance of accounts.

130F.

The Depository shall maintain accounts of book-entry securities on behalf of depositors inaccordance with the rules of the Depository.

Transfers effected by Depository under book-entry clearing system.

130G.

-(1) Subject to this Division, a transfer of book-entry securities between depositors shall beeffected, notwithstanding anything in this Act or any other written law or rule of law of in anyinstrument or in a corporation's memorandum or articles of association to the contrary, by thedepository making an appropriate entry in its Depository Register.

(2) A transfer of securities by the Depository by way of book-entry to a depositor under thisDivision shall be valid and shall not be challenged in any Court on the ground that the transferis not accompanied by a proper instrument of transfer or that otherwise the transfer is not madein writing.

(3) This section shall apply to a transfer of book-entry securities whether effected before orafter 12th November 1993.

Depository to be discharged from liability if acting on instructions.

130H.

-(1) Subject to the regulations, the Depository, if acting in good faith and without negligence,shall not be liable for conversion or for any breach of trust or duty where the Depository has,in respect of book-entries in accounts maintained by it, made entries regarding the book-entrysecurities, or transferred or delivered the securities, according to the instructions of adepositor notwithstanding that the depositor had no right to dispose of or take any other actionin respect of the securities.

(2) The Depository or a depository agent, if acting in good faith and without negligence, shallbe fully discharged of its obligations to the account holder or sub-account holder by thetransfer or delivery of book-entry securities upon the instructions of the account holder orsub-account holder, as the case may be.

(3) The Depository, if acting in good faith and without negligence, shall be fully discharged ofits obligations to a depository agent by the transfer or delivery of book-entry securities uponthe instructions of the depository agent.

(4) For the purposes of this section, the Depository or a depository agent is not to be treatedas having been negligent by reason only of its failure to concern itself with whether or not thedepositor or sub-account holder, as the case may be, has a right to dispose of or take any other


action in respect of the securities or to issue the instructions.

Confirmation of transaction.

130I.

The Depository shall, in accordance with the rules made by the Depository, issue to each accountholder and to each sub-account holder through his depository agent, following upon anytransaction affecting book-entry securities maintained for such account holder by the Depositoryand maintained for such sub-account holder by his depository agent under this Division, aconfirmation note which shall specify the amount the description of the book-entry securitiesand any other relevant transaction information.

No rectification of Depository Register.

130J.

-(1) Notwithstanding anything in this Act or any written law or rule of law, no order shall bemade by the Court for rectification of the Depository Register; subject to that where the Courtis satisfied that -

(a) a depositor did not consent to a transfer of the book-entry securities; or

(b) a depositor should not have been registered in the Depository Register as having title tothe book-entry securities, it may award damages to the first-mentioned depositor or to anyperson who would have been entitled to have been registered in the Depository Register as havingtitle to the book-entry securities, as the case may be, on such terms as the Court thinks to beequitable or make such other order as the Court thinks fit including an order for the transferof book-entry securities to such depositor or person.

(2) Where provisions exist in the memorandum or articles of association of a corporation thatentitle a corporation to refuse registration of a transfer of book-entry securities, it may inrelation to any transfer to which it objects, notify the Depository in writing of its refusalbefore the transfer takes place and furnish the Depository with the facts upon which suchrefusal is considered to be justified.

(3) Where the Depository has had prior notice of the corporation's refusal under subsection (2)(but not otherwise), it shall refuse to effect the transfer and to enter the name of thetransferee in the Depository Register and thereupon convey the facts upon which such refusal isconsidered to be justified to the transferee.

(4) Section 128 shall not apply to any refusal to register a transfer under subsections (2) and(3).

Trustee, executor or administrator of deceased depositor named as depositor.

130K.

-(1) Any trustee, executor or administrator of the estate of a deceased depositor whose name wasentered in the Depository Register as owner or as having an interest in book-entry securitiesmay open an account with the Depository and have his name entered in the Depository Register soas to reflect the interest of the trustee, executor or administrator in the book-entrysecurities.

(2) Subject to this section, no notice of any trust expressed, implied or constructive shall beentered on the Depository Register and no liabilities shall be affected by anything done inpursuance of subsection (1) or pursuant to the law of any other place which corresponds to this


section and the Depository and the issuer of the book-entry securities shall not be affectedwith notice of any trust by anything so done.

Non-application of certain provisions in bankruptcy and company liquidation law.

130L.

Where by virtue of the provisions of any written law in relation to bankruptcy or companyliquidation it is provided that -

(a) any disposition of the property of a company after commencement of a winding up shall bevoid, unless the Court orders otherwise; or

(b) any disposition of the property of a person who is adjudged bankrupt after the making of anapplication for a bankruptcy order and before vesting of the bankrupt's estate in a trusteeshall be void unless done with the consent or ratification of the Court, those provisions shallnot apply to any disposition of book-entry securities; but where a Court is satisfied that aparty to the disposition, being a party other than the Depository, had notice that anapplication had been made for the winding up or bankruptcy of the other party to thedisposition, it may award damages against that party on such terms as it thinks equitable ormake such other order as the Court thinks fit, including an order for the transfer of book-entrysecurities by that party but not an order for the rectification of the Depository Register.

Non-application of certain provisions in sections 21 and 76A

130M.

Sections 21 and 76A, insofar as those sections provide that a transfer or contract of sale ofshares or debentures in contravention of either section shall be void, shall not apply to anydisposition of book-entry securities; but a Court, on being satisfied that a disposition ofbook-entry securities would in the absence of this section be void may, on the application ofthe Registrar or any other person, order the transfer of the shares acquired in contravention ofeither of those sections.

Security interest.

130N.

-(1) Except as provided in this section or any other written law or any regulations made undersection 130P, no security interest may be created in book-entry securities.

(2) A security interest in book-entry securities to secure the payment of a debt or liabilitymay be created in favour of any depositor in the following manner:

(a) by way of assignment, by an instrument of assignment in the prescribed form executed by theassignor; or

(b) by way of charge, by an instrument of charge in the prescribed form executed by the chargor:

Provided that no security interest in any book-entry securities subsequent to any assignment orcharge thereof may be created by the assignor or the chargor, as the case may be, in favour ofany other person and any such assignment or charge shall be void.

(3) Upon receipt of the instrument of assignment, the Depository shall forthwith, by way of anoff-market transaction, transfer the book-entry securities to the assignee and thereafter notifythe assignor and the assignee of the transfer in the prescribed manner.


(4) Upon receipt of the instrument of charge, the Depository shall forthwith register theinstrument in a register of charges maintained by the Depository and thereafter notify thechargor and the chargee in the prescribed manner.

(5) The register of charges shall not be open to inspection to any person other than the chargoror the chargee or their authorised representatives and except for the purpose of the performanceof its duties or the exercise of its functions or when required to do by any court or under theprovisions of any written law, the Depository shall not disclose to any unauthorised person anyinformation contained in the register of charges.

(6) An assignment or a charge made in accordance with the provisions of this section, but nototherwise, shall have effect upon the Depository transferring the book-entry securities orendorsing the charge in the register of charges except that the instrument of assignment orcharge shall not have any effect if on the date of receipt of such instrument, the number ofbook-entry securities in the account of the assignor or chargor is less than the number of book-entry securities specified in such instrument.

(7) The provisions of section 130D (1), (1A) and (2) shall apply to an assignment of book-entrysecurities made under this section.

(8) An assignee or a registered chargee of book-entry securities shall have the followingpowers:

(a) a power, when the loan or liability has become due and payable, to sell the book-entrysecurities or any part thereof and in the case of a chargee he shall have the power to sell thebook-entry securities or any part thereof in the name of and for and on behalf of the chargor;and

(b) any other power which may be granted to him in writing by the assignor or chargor inrelation to the book-entry securities provided that the Depository shall not be concerned withor affected by the exercise of any such power.

(9) Nothing in subsection (8) shall be construed as imposing on the Depository a duty toascertain whether the power of sale has become exercisable or has been lawfully exercised by theassignee or chargee.

(10) No book-entry securities assigned by way of security or charged in accordance with theprovisions of this section may be -

(a) transferred by way of an off-market transaction to the assignor save upon the production ofa duly executed re-assignment in the prescribed form; or

(b) transferred by the chargor, by way of sale or otherwise, save upon the production of a dulyexecuted discharge or charge in the prescribed form.

(11) Upon the sale by the assignee or the chargee in exercise of his power of sale of any book-entry securities assigned or charged in accordance with the provisions of this section, theassignee or the chargee shall forthwith notify the Depository of the sale and the particulars ofthe book-entry securities sold by him, and the Depository shall -

(a) in the case of the sale by the assignee, notify the assignor of the sale; and

(b) in the case of the sale by the chargee, effect a transfer of the book-entry securities tothe buyer in accordance with section 130G and notify the chargor of the transfer.


The provisions of sections 130I, 130J, 130L and 130M shall apply, mutatis mutandis, to atransfer effected pursuant to this section.

(12) Upon fulfilling his obligations under an assignment by way of security or a charge, theassignor or the chargor shall be entitled to obtain from the assignee or chargee a re-assignmentor a discharge of charge, as the case may be, of the whole or part of the book-entry securities.

(13) A re-assignment or discharge of charge shall be effected by the Depository by transferringthe book-entry securities to the assignor or cancelling the endorsement of charge in theregister of charges and in the account of the chargor, as the case may be.

(14) Book-entry securities may be assigned by way of security by an assignee or charged in theprescribed form by a chargee to secure the payment of any debt or liability of the assignee orthe chargee, as the case may be, in accordance with the provisions of this section provided thatno book-entry security may be charged by a chargee subsequent to any sub-charge.

(15) All acts, powers and rights which might previously have been done or exercised by thechargee thereunder in relation to the book-entry securities may thereafter be done or exercisedby the sub-chargee, and, except with the consent of the sub-chargee, shall not be done orexercised by the chargee thereunder during the currency of the sub-charge.

(16) Upon the sale by the sub-chargee in exercise of his power of sale of any book-entrysecurities in accordance with the provisions of this section, the provisions of subsection (11),in respect of a sale by a chargee, shall apply mutatis mutandis to the sale by the sub-chargee.

(17) Nothing in subsection (14) shall affect the rights or liabilities of the original assignoror chargor of the book-entry securities under subsections (12) and (13) and he shall be entitledto a re-assignment or discharge of charge from the assignee or chargee free from all subsequentsecurity interests created without his consent upon satisfying his indebtedness or liability tothe assignee or the chargee.

(18) The provisions of section 130H shall apply to relieve the Depository and its servants oragents of any liability in respect of any act done or omission made under this section as ifreferences to "depositor" include references to "assignee", "chargee" or "sub-chargee", as thecase may be.

(19) Nothing in this section shall affect the validity and operation of floating charges onbook-entry securities created under the common law before or after 12th November 1993, but thatthe Depository shall not be required to recognise, even when having notice thereof, anyequitable interest in any book-entry securities under a floating charge except the power of thechargee, upon the crystallisation of the floating charge, to sell the book-entry securities inthe name of the chargor in accordance with the provisions of this section.

(20) Nothing in subsection (19) shall be construed as imposing on the Depository a duty toascertain whether the power of sale pursuant to a floating charge has become exercisable or hasbeen lawfully exercised.

(21) A stockbroker shall have a lien over unpaid book-entry securities purchased for the accountof a customer which shall be enforceable by sale in accordance with and subject to theprovisions of this section as if the same had been charged to him under this section except thatthe stockbroker shall not be obliged to notify the Depository of the sale or the particulars ofthe book-entry securities sold by him.


(22) Any security interest on book-entry securities created before 12th November 1993 andsubsisting or in force on that date shall continue to have effect as if that Act had not beenenacted.

(23) In this section, "off-market transaction" means a transaction effected outside theSecurities Exchange.

Depository rules to be regarded as rules of a securities exchange that are subject to SecuritiesIndustry Act.

130O.

-(1) Rules made by the Depository in relation to the operation of the Central Depository System,including any amendments made thereto from time to time, shall be regarded as having the sameforce and effect as if made by a securities exchange and shall likewise be subject to theprovisions of the Securities and Futures Act 2001.

(2) Without prejudice to the generality of subsection (1), section 17 (Authority to be notifiedof amendments to business rules or listing rules) and section 18 (power of court to orderobservance of or enforce business rules or listing rules) of the Securities and Futures Act 2001shall apply to rules made by the depository under subsection (1) as they apply to rules made bya securities exchange.

Regulations.

130P.

The Minister may make regulations for all matters or things which by this Division are requiredor permitted to be prescribed or which are necessary or expedient to give effect to thisDivision and, in particular, regulations may be made for or with respect to -

(a) rights and obligations of persons in relation to securities dealt with under the CentralDepository System;

(b) procedures for the deposit and custody of securities and the transfer of title to book-entrysecurities and the regulation of persons concerned in that operation;

(c) matters relating to security interest in book-entry securities;

(d) keeping of depositors' accounts by the Depository and sub-accounts by the depository agents;

(e) keeping of the Depository Register and of records generally;

(f) safeguards for depositors including the maintenance of insurance and the establishment andmaintenance of compensation funds by the Depository for the purpose of settling claims bydepositors;

(g) matters relating to link-ups between the Depository and other securities depositories (bywhatever name called) established and maintained outside Singapore.

(ga) any requirement for fees charged by the Depository to be approved by a regulatoryauthority, and regulations made under this paragraph may provide -

(i) that the regulatory authority may require the Depository to furnish it with such informationor documents as the Authority considers necessary for such approval;


(ii) that a contravention of any specified provision in the regulations shall be an offence; and

(iii) for penalties not exceeding a fine of $150,000 for each offence and, in the case of acontinuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribedfor that offence for every day or part thereof during which the offence continues afterconviction;

(h) the modification or exclusion of any provision of any written law, rule of law, anyinstrument or articles of association;

(i) the application, with such modifications as may be required, of the provisions of anywritten law, instrument or articles of association; and

(j) such supplementary, incidental, saving or transitional provisions as may be necessary orexpedient.

Division 8 - Registration of charges

Division 8 - Registration of charges

Registration of charges.

131.

-(1) Subject to this Division, where a charge to which this section applies is created by acompany there shall be lodged with the Registrar for registration, within 30 days after thecreation of the charge, a statement containing the prescribed particulars of the charge, and ifthis section is not complied with in relation to the charge the charge shall, so far as anysecurity on the company's property or undertaking is thereby conferred, be void against theliquidator and any creditor of the company.

(1A) In connection with the registration of a charge to which this section applies which iscreated by a company there shall be produced to the Registrar, upon the Registrar's request andfor the purposes of inspection, at no cost to the Registrar, the instrument (if any) by whichthe charge is created or evidenced or a certified true copy thereof.

(2) Nothing in subsection (1) shall prejudice any contract or obligation for repayment of themoney secured by a charge and when a charge becomes void under this section the money securedthereby shall immediately become payable.

(3) The charges to which this section applies are -

(a) a charge to secure any issue of debentures;

(b) a charge on uncalled share capital of a company;

(c) a charge on shares of a subsidiary of a company which are owned by the company;

(d) a charge or an assignment created or evidenced by an instrument which if executed by anindividual, would require registration as a bill of sale;

(e) a charge on land wherever situate or any interest therein;

(f) a charge on book debts of the company;

(g) a floating charge on the undertaking or property of a company;


(h) a charge on calls made but not paid;

(i) a charge on a ship or aircraft or any share in a ship or aircraft; and

(j) a charge on goodwill, on a patent or licence under a patent, on a trade mark, or on acopyright or a licence under a copyright.

(3A) The reference to a charge on book debts in subsection (3) (f) shall not include a referenceto a charge on a negotiable instrument or on debentures issued by the Government.

(4) Where a charge created in Singapore affects property outside Singapore, the statementcontaining the prescribed particulars of the charge may be lodged for registration under and inaccordance with subsection (1) notwithstanding that further proceedings may be necessary to makethe charge valid or effectual according to the law of the place in which the property issituate.

(5) When a series of debentures containing or giving by reference to any other instrument anycharge to the benefit of which the debenture holders of that series are entitled equally iscreated by a company, it shall be sufficient if there are lodged with the Registrar forregistration within 30 days after the execution of the instrument containing the charge, or ifthere is no such instrument after the execution of the first debenture of the series, astatement containing the following particulars:

(a) the total amount secured by the whole series;

(b) the dates of the resolutions authorising the issue of the series and the date of thecovering instrument, if any, by which the security is created or defined;

(c) a general description of the property charged; and

(d) the names of the trustee, if any, for the debenture holders.

(6) For the purposes of subsection (5), where more than one issue is made of debentures in theseries, there shall be lodged within 30 days after each issue particulars of the date and amountof each issue, but an omission to do so shall not affect the validity of the debentures issued.

(7) Where any commission, allowance or discount has been paid or made either directly orindirectly by a company to any person in consideration of his (whether absolutely orconditionally) subscribing or agreeing to subscribe or procuring or agreeing to procuresubscriptions, whether absolute or conditional, for any debentures the particulars required tobe lodged under this section shall include particulars as to the amount or rate per cent of thecommission, allowance or discount so paid or made, but omission to do so shall not affect thevalidity of the debentures issued.

(8) The deposit of any debentures as security for any debt of the company shall not for thepurposes of subsection (7) be treated as the issue of the debentures at a discount.

(9) No charge or assignment to which this section applies (except a charge or assignmentrelating to land) need be filed or registered under any other written law.

(10) Where a charge requiring registration under this section is created before the lapse of 30days after the creation of a prior unregistered charge, and comprises all or any part of theproperty comprised in the prior charge, and the subsequent charge is given as a security for thesame debt as is secured by the prior charge, or any part of that debt, then to the extent to


which the subsequent charge is a security for the same debt or part thereof, and so far asrespects the property comprised in the prior charge, the subsequent charge shall not beoperative or have any validity unless it is proved to the satisfaction of the Court that it wasgiven in good faith for the purpose of correcting some material error in the prior charge orunder other proper circumstances and not for the purposes of avoiding or evading the provisionsof this Division.

Duty to register charges.

132.

-(1) Documents and particulars required to be lodged for registration in accordance with section131 may be lodged for registration by the company concerned or by any person interested in thedocuments, but if default is made in complying with that section the company and every officerof the company who is in default shall be guilty of an offence and shall be liable on convictionto a fine not exceeding $1,000 and also to a default penalty.

(2) Where registration is effected by some person other than the company, that person shall beentitled to recover from the company the amount of any fees properly paid by him on theregistration.

Duty of company to register charges existing on property acquired.

133.

-(1) Where a company acquires any property which is subject to a charge of any such kind aswould, if it had been created by the company after the acquisition of the property, have beenrequired to be registered under this Division or, where a foreign company becomes registered inSingapore and has prior to such registration created a charge which if it had been created bythe company while it was registered in Singapore would have been required to be registered underthis Division or, where a foreign company becomes registered in Singapore and has prior to suchregistration acquired property which is subject to a charge of any such kind as would if it hadbeen created by the company after the acquisition and while it was registered in Singapore havebeen required to be registered under this Division, the company shall cause a statement of theprescribed particulars to be lodged with the Registrar for registration within 30 days after thedate on which the acquisition is completed or the date of the registration of the company inSingapore, as the case may be.

(2) If default is made in complying with this section, the company or the foreign company andevery officer of the company or foreign company who is in default shall be guilty of an offenceand shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

Register of charges to be kept by Registrar.

134.

-(1) The Registrar shall keep a register of all the charges lodged for registration under thisDivision and shall enter in the register with respect to those charges the followingparticulars:

(a) in the case of a charge to the benefit of which the holders of a series of debentures areentitled, such particulars as are required to be contained in a statement furnished undersection 131 (5); and

(b) in the case of any other charge -

(i) if the charge is a charge created by the company, the date of its creation, and if the


charge was a charge existing on property acquired by the company the date of the acquisition ofthe property;

(ii) the amount secured by the charge;

(iii) a description sufficient to identify the property charged; and

(iv) the name of the person entitled to the charge.

(2) The Registrar shall issue a notice to the company concerned of the registration of a chargeand the notice shall be conclusive evidence that the requirements as to registration have beencomplied with.

(3) Upon the application of the company and payment of the prescribed fee, the Registrar shallissue to the company a certificate, under his hand and seal, confirming the registration of thecharge and the certificate shall be conclusive evidence that the requirements as to registrationhave been complied with.

Endorsement of certificate of registration on debentures.

135.

-(1) The company shall cause to be endorsed on every debenture forming one of a series ofdebentures, or certificate of debenture stock which is issued by the company and the payment ofwhich is secured by a charge so registered -

(a) a copy of the notice of registration; or

(b) a statement that the registration has been effected and the date of registration.

(2) Subsection (1) shall not apply to any debenture or certificate of debenture stock which hasbeen issued by the company before the charge was registered.

(3) Every person who knowingly and wilfully authorises or permits the delivery of any debentureor certificate of debenture stock which is not endorsed as required by this section shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.

Entries of satisfaction and release of property from charge.

136.

-(1) Where, with respect to any registered charge -

(a) the debt for which the charge was given has been paid or satisfied in whole or in part; or

(b) the property or undertaking charged or any part thereof has been released from the charge orhas ceased to form part of the company's property or undertaking of the company concerned, thecompany may lodge with the Registrar in the prescribed form a statement of satisfaction in wholeor in part, or of the fact that the property or undertaking or any part thereof has beenreleased from the charge or has ceased to form part of the company's property or undertaking, asthe case may be, and the Registrar shall enter particulars of that statement in the register.

(2) The statement shall be endorsed with a statement by the chargee of the payment,satisfaction, release or ceasing referred to in subsection (1), as the case may be, and thesecond-mentioned statement shall constitute sufficient evidence of that payment, satisfaction,release or ceasing.


Extension of time and rectification of register of charges.

137.

The Court, on being satisfied that the omission to register a charge (whether under this or anycorresponding previous written law) within the time required or that the omission or mis-statement of any particular with respect to any such charge or in a statement of satisfactionwas accidental or due to inadvertence or to some other sufficient cause or is not of a nature toprejudice the position of creditors or shareholders or that on other grounds it is just andequitable to grant relief, may on the application of the company or any person interested and onsuch terms and conditions as seem to the Court just and expedient (including a term or conditionthat the extension or rectification is to be without prejudice to any liability already incurredby the company or any of its officers in respect of the default) order that the time forregistration be extended or that the omission or mis-statement be rectified.

Company to keep copies of charging instruments and register of charges.

138.

-(1) Every company shall cause the instrument creating any charge requiring registration underthis Division or a copy thereof to be kept at the registered office of the company but in thecase of a series of debentures the keeping of a copy of one debenture of the series shall besufficient for the purposes of this subsection.

(2) Every company shall keep at the registered office of the company a register of charges andenter therein all charges specifically affecting property of the company and all floatingcharges on the undertaking or any property of the company, giving in each case a shortdescription of the property charged, the amount of the charge and (except in the case ofsecurities to bearer) the names of the persons entitled thereto.

(3) The instruments or copies thereof and the register of charges kept in pursuance of thissection shall be open to the inspection of any creditor or member of the company without fee,and the register of charges shall also be open to the inspection of any other person on paymentof such fee not exceeding $2 for each inspection as is fixed by the company.

(3) Any person may, on application to a company and on payment of a fee, not exceeding onedollar for every page or part thereof, be furnished with a copy of any instrument or debenturekept by the company in pursuance of this section within 3 days of his making the application.


Documents made out of Singapore.

139.

Where under this Division an instrument, deed, statement or other document is required to belodged with the Registrar within a specified time, the time so specified shall, by force of thissection, in relation to an instrument, deed, statement or other document executed or made in aplace out of Singapore, be extended by 7 days or such

Charges, etc., created before 29th December 1967.

140.

Except as is otherwise expressly provided, this Division shall apply to any charge that on 29thDecember 1967 was registrable under any of the repealed written laws but which at that date was


not registered under any of those laws.

Application of Division.

141.

A reference in this Division to a company shall be read as including a reference to a foreigncompany registered under Division 2 of Part XI, but nothing in this Division applies to a chargeon property outside Singapore of such foreign company.

PART V MANAGEMENT AND ADMINISTRATION

Division 1 - Office and name

PART V MANAGEMENT AND ADMINISTRATION

Division 1 - Office and name

Registered office of company.

142.

-(1) A company shall as from the date of its incorporation have a registered office withinSingapore to which all communications and notices may be addressed and which shall be open andaccessible to the public for not less than 3 hours during ordinary business hours on each day,Saturdays, weekly and public holidays excepted.

(2) If default is made in complying with subsection (1), the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000 and also to a default penalty.

Office hours.

143.

-(1) Notice in the prescribed form of the situation of the registered office, the days and hoursduring which it is open and accessible to the public, shall, in the case of a proposed company,be lodged with the Registrar together with its memorandum and its articles, if any, at the timeof lodgment for the incorporation of the proposed company and in the case of any subsequentchange of the particulars therein be so lodged within 14 days of any such change, but no noticeof the days and hours during which the office is open and accessible to the public shall berequired if the office is open for at least 5 hours during ordinary business hours on each day,Saturdays, weekly and public holidays excepted.

(1A) In subsection (1), the word "particulars", in relation to the situation of the registeredoffice, shall be deemed to include the address and designation of the situation or address ofthe registered office.

Penalty.


Publication of name and registration number.

144.

-(1) The name of a company shall appear in legible romanised letters on -

(a) its seal; and


(b) all business letters, statements of account, invoices, official notices, publications, billsof exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit ofor purporting to be issued or signed by or on behalf of the company.

(1A) The registration number of a company shall appear in a legible form on all businessletters, statements of account, invoices, official notices and publications of or purporting tobe issued or signed by or on behalf of the company.

(1B) A company shall be guilty of an offence if default is made in complying with subsection (1)or (1A).

(2) If an officer of a company or any person on its behalf -

(a) uses or authorises the use of any seal purporting to be a seal of the company whereon itsname does not so appear;

(b) issues or authorises the issue of any business letter, statement of account, invoice orofficial notice or publication of the company wherein its name is not so mentioned; or

(c) signs, issues or authorises to be signed or issued on behalf of the company any bill ofexchange, promissory note, cheque or other negotiable instrument or any indorsement, order,receipt or letter of credit wherein its name is not so mentioned, he shall be guilty of anoffence, and where he has signed, issued or authorised to be signed or issued on behalf of thecompany any bill of exchange, promissory note or other negotiable instrument or any indorsementthereon or order wherein that name is not so mentioned, he shall in addition be liable to theholder of the instrument or order for the amount due thereon unless it is paid by the company.


DIVISION 2 - Directors and officers

DIVISION 2 - Directors and officers

Directors.

145.

-(1) Every company shall have at least one director who is ordinarily resident in Singapore and,where the company only has one member, that sole director may also be the sole member of thecompany.

(2) No person other than a natural person of full age and capacity shall be a director of acompany.


(4) Any provision in the memorandum or articles of a company which was in force immediatelybefore 29th December 1967 and which operated to constitute a corporation as a director of thecompany shall be read and construed as if it authorised that corporation to appoint a naturalperson to be a director of that company.

(5) Notwithstanding anything in this Act or in the memorandum or articles of the company, or inany agreement with the company, a director of a company shall not resign or vacate his officeunless there is remaining in the company at least one director who is ordinarily resident inSingapore; and any purported resignation or vacation of office in breach of this subsectionshall be deemed to be invalid.


(6) Subsection (5) shall not apply where a director of a company is required to resign or vacatehis office if he has not within the period referred to in section 147 (1) obtained hisqualification or by virtue of his disqualification under section 148, 149, 149A, 154 or 155 ofthis Act or section 43 (1) (b) of the Insurance Act, or sections 58, 59 and 60 of the BankingAct or sections 35 and 37 of the Finance Companies Act, section 57 of the Financial Advisers Act2001, section 31, 35ZJ or 41 (1) (b) of the Insurance Act (Cap.142), section 22 of the PaymentSystems (Oversight) Act 2006 or section 22, 33, 44, 64 or 97 of the Securities and Futures Act2001.

(7) If there is a contravention of subsection (1), the Registrar may, either of his own motionor on the application of any person, direct the members of the company to appoint a director whois ordinarily resident in Singapore if he considers it to be in the interests of the company forsuch appointment to be made.

(8) If the direction under subsection (7) is not complied with, each member in default shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, inthe case of a continuing offence, to a further fine not exceeding $1,000 for every day or partthereof during which the offence continues after conviction.

(9) If there is a contravention of subsection (1) and -

(a) the Registrar fails to give the direction under subsection (7); or

(b) such direction has been given but is not complied with, the court may, on the application ofthe Registrar or any person, order the members of the company to make the appointment if itconsiders it to be in the interests of the company for such appointment to be made.

(10) If a company carries on business without having at least one director who is ordinarilyresident in Singapore for more than 6 months, a person who, for the whole or any part of theperiod that it so carries on business after those 6 months -

(a) is a member of the company; and

(b) knows that it is carrying on business in that manner, shall be liable for the payment of allthe debts of the company contracted during the period or, as the case may be, that part of it,and may be sued therefor.

Restrictions on appointment or advertisement of director.

146.

-(1) A person shall not be named as a director or proposed director in -

(a) any document filed or lodged with or submitted to the Registrar for the purposes of theincorporation of a company; or

(b) the register of directors, managers and secretaries of a company, unless, before -

(i) the incorporation of the company; or

(ii) the filing of any return in the prescribed form containing the particulars required to bespecified in the register of directors, managers and secretaries, as the case may be, the personhas complied with the conditions set out in subsection (1A).


(1A) The conditions to be complied with by a person referred to in subsection (1) are thefollowing:

(a) he has, by himself or through a prescribed person authorised by him, filed with theRegistrar -

(i) a declaration that he has consented to act as a director; and

(ii) a statement in the prescribed form that he is not disqualified from acting as a directorunder this Act; and

(b) he has, by himself or through a prescribed person authorised by him -

(i) filed with the Registrar a declaration that he has agreed to take a number of shares of thecompany that is not less than his qualification, if any;

(ii) filed with the Registrar an undertaking that he will take from the company and pay for hisqualification shares, if any;

(iii) filed with the Registrar a declaration that a specified number of shares, not less thanhis qualification, if any, has been registered in his name; or

(iv) in the case of a company formed or intended to be formed by way of reconstruction ofanother corporation or group of corporations or to acquire the shares in another corporation orgroup of corporations, filed with the Registrar a declaration that -

(A) he was a shareholder in that other corporation or in one or more of the corporations of thatgroup; and

(B) as a shareholder he will be entitled to receive and have registered in his name a number ofshares not less than his qualification, by virtue of the terms of an agreement relating to thereconstruction.

(2) Where a person has undertaken to the Registrar under subsection (1A) (b) (ii) to take andpay for his qualification shares, he shall, as regards those shares, be in the same position asif he had signed the memorandum for that number of shares.

(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent toact as director) shall not apply to -

(a) a company not having a share capital;

(b) a private company; or

(c) a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by oron behalf of a company or to articles adopted by a company after the expiration of one year fromthe date on which the company was entitled to commence business.


(5) The restrictions in this section on a director or proposed director of a companyincorporated under this Act in relation to a prospectus shall apply in the same manner and


extent to a director or proposed director of a foreign company as if the references insubsections (1) and (4) to a company included references to a foreign company.

Qualification of director.

147.

-(1) Without affecting the operation of sections 145 and 146, every director, who is by thearticles required to hold a specified share qualification and who is not already qualified,shall obtain his qualification within two months after his appointment or such shorter period asis fixed by the articles.

(2) Unless otherwise provided by the articles, the qualification of any director of a companymust be held by him solely and not as one of several joint holders.

(3) A director shall vacate his office if he has not within the period referred to in subsection(1) obtained his qualification or if after so obtaining it he ceases at any time to hold hisqualification.

(4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shallbe liable on conviction to a fine not exceeding $4,000 and also to a default penalty.

(5) A person vacating office under this section shall be incapable of being reappointed asdirector until he has obtained his qualification.

Restriction on undischarged bankrupt being director or manager

148.

-(1) Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by aSingapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, ordirectly or indirectly takes part in or is concerned in the management of, any corporation,except with the leave of the Court or the written permission of the Official Assignee, shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or toimprisonment for a term not exceeding 2 years or to both.

(2) On an application by an undischarged bankrupt under subsection (1) to the Court or theOfficial Assignee, as the case may be, the Court or the Official Assignee may refuse theapplication or approve the application subject to such condition as the Court or the OfficialAssignee, as the case may be, may impose.

(3) The Court shall not give leave under this section unless notice of intention to applytherefor has been served on the Minister and on the Official Assignee and the Minister and theOfficial Assignee or either of them may be represented at the hearing of and may oppose thegranting of the application.

(4) Any person who has been granted leave by the Court or written permission by the OfficialAssignee under subsection (1) shall, within one month after the issue of the Court order orwritten permission, lodge a copy of the order or written permission with the Registrar.

Disqualification of unfit directors of insolvent companies.

149.

-(1) The Court may -

(a) on the application of the Minister or the Official Receiver as provided for in subsection


(9) (a); and

(b) on being satisfied as to the matters referred to in subsection (2), make an orderdisqualifying a person specified in the order from being a director or in any way, whetherdirectly or indirectly, being concerned in, or take part in, the management of a company duringsuch period not exceeding 5 years after the date of the order as is specified in the order(referred to in this section as a disqualification order).

(2) The Court shall make a disqualification order under subsection (1) if it is satisfied that -

(a) the person against whom the order is sought has been given not less than 14 days' notice ofthe application; and

(b) the person -

(i) is or has been a director of a company which has at any time gone into liquidation (whetherwhile he was a director or within 3 years of his ceasing to be a director) and was insolvent atthat time; and

(ii) that his conduct as director of that company either taken alone or taken together with hisconduct as a director of any other company or companies makes him unfit to be a director of orin any way, whether directly or indirectly, be concerned in, or take part in, the management ofa company.

(3) If in the case of a person who is or has been a director of a company which is -

(a) being wound up by the Court, it appears to the Official Receiver or to the liquidator, if heis not the Official Receiver;

(b) being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,that the conditions mentioned in subsection (2) (b) are satisfied as respects that person, theOfficial Receiver or the liquidator, as the case may be, shall forthwith report the matter tothe Minister.

(4) The Minister may require the Official Receiver or the liquidator or the former liquidator ofa company -

(a) to furnish him with such information with respect to any person's conduct as a director ofthe company; and

(b) to produce and permit inspection of such books, papers and other records relevant to thatperson's conduct as such a director, as the Minister may reasonably require for the purpose ofdetermining whether to exercise, or of exercising, any of his functions under this section; andif default is made in complying with that requirement the Court may, on the application of theMinister, make an order requiring that person to make good the default within such time as isspecified in the order.


(a) a company has gone into liquidation -

(i) if it is wound up by the Court, on the date of the filing of the winding up application;

(ii) where a provisional liquidator was appointed under section 291 (1), at the time when the


declaration made under that subsection was lodged with the Registrar; and

(iii) in any other case, on the date of the passing of the resolution for the voluntary windingup; and

(b) a company was insolvent at the time it has gone into liquidation if it was unable to pay itsdebts, within the meaning of that expression in section 254 (2), and references in this sectionto a person's conduct as a director of any company or companies include, where any of thosecompanies have become insolvent, references to that person's conduct in relation to any matterconnected with or arising out of the insolvency of that company.

(6) In deciding whether a person's conduct as a director of any particular company or companiesmake him unfit to be concerned in, or take part in, the management of a company as is mentionedin subsection (2) (b), the Court shall in relation to his conduct as a director of that companyor, as the case may be, each of those companies have regard, generally to the matters referredto in paragraph (a), and, in particular, to the matters referred to in paragraph (b),notwithstanding that the director has not been convicted or may be criminally liable in respectof any of these matters -

(a)

(i) as to whether there has been any misfeasance or breach of any fiduciary or other duty by thedirector in relation to the company;

(ii) as to whether there has been any misapplication or retention by the director of, or anyconduct by the director giving rise to an obligation to account for, any money or other propertyof the company;

(iii) as to the extent of the director's responsibility for any failure by the company to complywith sections 138, 190, 191, 197, 199 and 201; and

(b)

(i) as to the extent of the director's responsibility for the causes of the company becominginsolvent;

(ii) as to the extent of the director's responsibility for any failure by the company to supplyany goods or services which have been paid for (in whole or in part);

(iii) as to the extent of the director's responsibility for the company entering into anytransaction liable to be set aside under section 259;

(iv) as to whether the causes of the company becoming insolvent are attributable to its carryingon business in a particular industry where the risk of insolvency is generally recognised to behigher.

(7) The Minister may, by notification in the Gazette, add to, vary or amend the matters referredto in subsection (6) and that notification may contain such transitional provisions as mayappear to the Minister to be necessary or expedient.


"company" includes a corporation and a foreign company but does not include a partnership orassociation to which Division 5 of Part X applies;


(9)

(a) In the case of a person who is or has been a director of a company which has gone intoliquidation and is being wound up by the Court, an application under this section shall be madeby the Official Receiver but in any other case an application shall be made by the Minister.

(b) On a hearing of an application under this section -

(i) the Minister or the Official Receiver, as the case may be, shall appear and call theattention of the Court to any matter which appears to him to be relevant (and for this purposethe Minister may be represented) and may give evidence or call witnesses; and

(ii) the person against whom an order is sought may appear and himself give evidence or callwitnesses.

(10) This section shall not apply unless the company mentioned in subsection (2) (b) has goneinto insolvent liquidation on or after 15th August 1984 and the conduct to which the Court shallhave regard shall not include conduct as a director of a company that has gone into liquidationbefore that date.

(11) A person who acts as judicial manager, receiver or receiver manager shall not be liable tohave a disqualification order made against him in respect of acts done in his capacity asjudicial manager, receiver or receiver manager, as the case may be.

(12) Any person who acts in contravention of a disqualification order made under this sectionshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000or to imprisonment for a term not exceeding 2 years or to both.

(13) Nothing in this section shall prevent a person who is disqualified pursuant to an ordermade under subsection (1) from applying for leave of the Court to be concerned in or take partin the management of a company.

(14) On the hearing of an application made under subsection (13) or (15), the Minister or theOfficial Receiver shall appear (and for this purpose the Minister may be represented) and callattention of the Court to any matter which appears to him to be relevant to the application andmay himself give evidence or call witnesses.

(15) Any right to apply for leave of the Court to be concerned or take part in the management ofa company that was subsisting immediately before 23rd March 1990 shall, after that date, betreated as subsisting by virtue of the corresponding provision made under this section.

Disqualification of directors of companies wound up on grounds of national security or interest

149A.

-(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Courtunder section 254 (1) (m) on the ground that it is being used for purposes against nationalsecurity or interest, the Court may, on the application of the Minister, make an order (referredto in this section as a disqualification order) disqualifying any person who is a director ofthat company from being a director or in any way, directly or indirectly, being concerned in, orfrom taking part in, the management of any company or foreign company for a period of 3 yearsfrom the date of the making of the winding up order.

(2) The Court shall not make a disqualification order against any person under subsection (1)


unless the Court is satisfied that the person against whom the order is sought has been givennot less than 14 days' notice of the Minister's application for the order.

(3) The Court shall not make a disqualification order against any person under subsection (1) ifsuch person proves to the satisfaction of the Court that -

(a) the company had been used for purposes against national security or interest without hisconsent or connivance; and

(b) he had exercised such diligence to prevent the company from being so used as he ought tohave exercised having regard to the nature of his function in that capacity and to all thecircumstances.

(4) Any person who acts in contravention of a disqualification order made under subsection (1)shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000or to imprisonment for a term not exceeding 2 years or to both.


"foreign company" means a foreign company to which Division 2 of Part XI applies;

Appointment of directors to be voted on individually.

150.

-(1) At a general meeting of a public company, a motion for the appointment of two or morepersons as directors by a single resolution shall not be made unless a resolution that it shallbe so made has first been agreed to by the meeting without any vote being given against it.

(2) A resolution passed in pursuance of a motion made in contravention of this section shall bevoid, whether or not its being so moved was objected to at the time.

(3) Where a resolution pursuant to a motion made in contravention of this section is passed noprovision for the automatic reappointment of retiring directors in default of anotherappointment shall apply.

(4) For the purposes of this section, a motion for approving a person's appointment or fornominating a person for appointment shall be treated as a motion for his appointment.

(5) Nothing in this section shall -

(a) apply to a resolution altering the company's articles;

(b) prevent the election of two or more directors by ballot or poll.

Validity of acts of directors and officers.

151.

The acts of a director or manager or secretary shall be valid notwithstanding any defect thatmay afterwards be discovered in his appointment or qualification.

Removal of directors.

152.

-(1) A public company may by ordinary resolution remove a director before the expiration of his


period of office, notwithstanding anything in its memorandum or articles or in any agreementbetween it and him but where any director so removed was appointed to represent the interests ofany particular class of shareholders or debenture holders the resolution to remove him shall nottake effect until his successor has been appointed.

(2) Special notice shall be required of any resolution to remove a director under this sectionor to appoint some person in place of a director so removed at the meeting at which he isremoved, and on receipt of notice of an intended resolution to remove a director under thissection the company shall forthwith send a copy thereof to the director concerned, and thedirector, whether or not he is a member of the company, shall be entitled to be heard on theresolution at the meeting.

(3) Where notice is given pursuant to subsection (2) and the director concerned makes withrespect thereto representations in writing to the company, not exceeding a reasonable length,and requests their notification to members of the company, the company shall, unless therepresentations are received by it too late for it to do so -

(a) in any notice of the resolution given to members of the company state the fact of therepresentations having been made; and

(b) send a copy of the representations to every member of the company to whom notice of themeeting is sent, whether before or after receipt of the representations by the company, and if acopy of the representations is not so sent because they were received too late or because of thecompany's default the director may, without prejudice to his right to be heard orally, requirethat the representations shall be read out at the meeting.

(4) Notwithstanding subsections (1), (2) and (3) copies of the representations need not be sentout and the representations need not be read out at the meeting if, on the application either ofthe company or of any other person who claims to be aggrieved, the Court is satisfied that therights conferred by this section are being abused to secure needless publicity for defamatorymatter and the Court may order the company's costs on an application under this section to bepaid in whole or in part by the director, notwithstanding that he is not a party to theapplication.

(5) A vacancy created by the removal of a director under this section, if not filled at themeeting at which he is removed, may be filled as a casual vacancy.

(6) A person appointed director in place of a person removed under this section shall betreated, for the purpose of determining the time at which he or any other director is to retire,as if he had become a director on the day on which the person in whose place he is appointed waslast appointed a director.

(7) Nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder ofcompensation or damages payable to him in respect of the termination of his appointment asdirector or of any appointment terminating with that as director or as derogating from any powerto remove a director which may exist apart from this section.

(8) A director of a public company shall not be removed by, or be required to vacate his officeby reason of, any resolution, request or notice of the directors or any of them notwithstandinganything in the articles or any agreement.

Age limit for directors.

153.


-(1) Subject to this section but notwithstanding anything in the memorandum or articles of thecompany, no person of or over the age of 70 years shall be appointed or act as a director of apublic company or of a subsidiary of a public company.

(2) The office of a director of a public company or of a subsidiary of a public company shallbecome vacant at the conclusion of the annual general meeting commencing next after he attainsthe age of 70 years.

(3) Any act done by a person as director shall be valid notwithstanding that it is afterwardsdiscovered that there was a defect in his appointment or that his appointment had terminated byvirtue of subsection (2).

(4) Where the office of a director has become vacant by virtue of subsection (2) no provisionfor the automatic reappointment of retiring directors in default of another appointment shallapply in relation to that director.

(5) If any such vacancy has not been filled at the meeting at which the office became vacant theoffice may be filled as a casual vacancy.

(6) Notwithstanding anything in this section, a person of or over the age of 70 years may, by anordinary resolution passed at an annual general meeting of a company -

(a) be appointed or re-appointed as a director of the company to hold office; or

(b) be authorised to continue in office as a director of the company, until the next annualgeneral meeting of the company.

(7) Section 179 relating to the demanding of a poll and the holding of a poll shall apply to aresolution under this section.

(8) Nothing in this section shall limit or affect the operation of any provision of thememorandum or articles of a company preventing any person from being appointed a director orrequiring any director to vacate his office at any age below 70 years.

(9) The provisions of the articles of a company relating to the rotation and retirement ofdirectors shall not apply to a director who is appointed or reappointed pursuant to this sectionbut such provisions of the articles shall continue to apply to all other directors of thecompany.

Disqualification to act as director on conviction for certain offences.

154.

-(1) Where a person is convicted (whether in Singapore or elsewhere of any offence involvingfraud or dishonesty punishable with imprisonment for 3 months or more, he shall be subject tothe disqualifications provided in subsection (3).

(2) Where a person is convicted in Singapore of -

(a) any offence in connection with the formation or management of a corporation; or

(b) any offence under section 157 or 339, the court may make a disqualification order inaddition to any other sentence imposed.

(3) A person who is disqualified under subsection (1) or who has had a disqualification order


made against him under subsection (2) shall not act as a director of a company or of a foreigncompany to which Division 2 of Part XI applies nor shall he take part, whether directly orindirectly, in the management of such a company or foreign company.

(4)

(a) Where a disqualified person has not been sentenced to imprisonment, the disqualifications insubsection (3) take effect upon conviction and shall continue for a period of 5 years or forsuch shorter period as the court may order under subsection (2).

(b) Where a disqualified person is sentenced to imprisonment, the disqualifications insubsection (3) shall take effect upon conviction and shall continue for a period of 5 yearsafter his release from prison.

(5) A person who acts in contravention of a disqualification under this section shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $10,000 or toimprisonment for a term not exceeding 2 years or to both.

(6) An application for leave to act as a director of a company or of a foreign company to whichDivision 2 of Part XI applies or to take part, whether directly or indirectly, in the managementof such a company or foreign company may be made by a person against whom a disqualificationorder has been made upon that person giving the Minister not less than 14 days' notice of hisintention to apply for such leave.

(7) On the hearing of any application under this section, the Minister may be represented at thehearing and may oppose the granting of the application.

(8) Without prejudice to section 409, a District Court may make a disqualification order underthis section.

(9) Any right to apply for leave of the Court to be a director or promoter or to be concerned ortake part in the management of a company that was subsisting immediately before 12th November1993 shall on or after that date be treated as subsisting by virtue of the correspondingprovision made under this section.

Disqualification for persistent default in relation to delivery of documents to Registrar.

155.

-(1) Where a person has been persistently in default in relation to relevant requirements ofthis Act and that person, within a period of 5 years after he has last been adjudged guilty ofany offence or has had made against him an order under section 13 or 399 in relation to any suchrelevant requirements of this Act, without the leave of the Court, is a director or promoter of,or is in any way directly or indirectly concerned or takes part in the management of a company,he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$10,000 or to imprisonment for a term not exceeding 2 years or to both.

(2) Any provision of this Act which requires any return, account or other document to be filedwith, delivered or sent, or notice of any matter to be given, to the Registrar is a relevantrequirement of this Act for the purposes of this section.

(3) For the purposes of this section, the fact that a person has been persistently in default inrelation to relevant requirements of this Act may, subject to subsection (8), be conclusivelyproved by showing that, within a period of 5 years, he has been adjudged guilty of 3 or moreoffences in relation to any such requirements or has had 3 or more orders made against him under


section 13 or 399 in relation to those requirements.

(4) A person shall be treated as being adjudged guilty of 3 or more offences in relation to anysuch relevant requirements of this Act for the purpose of subsection (3) if he is convicted ofany 3 or more offences by virtue of any contravention of, or failure to comply with, any suchrequirements (whether on his own part or on the part of any company).

(5) For the purpose of this section, a conviction for an offence under section 154 (1) (a) shallnot be treated as an offence in relation to a relevant requirement of this Act.

(6) Where a person has had a third or subsequent order made against him under section 13 or 399and by virtue of the operation of this section that person is disqualified from being a directoror promoter of or from being in any way directly or indirectly concerned or taking part in themanagement of a company, nothing in this section shall be construed as preventing that personfrom complying with the order of the Court and for this purpose he shall be deemed to have thesame status, powers and duties as he had at the time the act, matter or thing should have beendone.

(7) For the purpose of this section, a certificate of the Registrar stating that a person hasbeen adjudged guilty of 3 or more offences or has had made against him 3 or more orders undersection 13 or 399 in relation to the requirements of this Act shall in all courts be received asprima facie evidence of the facts stated therein.

(8) No account shall be taken for the purposes of this section of any offence which wascommitted or, in the case of a continuing offence, began before 15th May 1984.

(9) A person intending to apply for leave of the Court under this section shall give to theMinister not less than 14 days' notice of his intention so to apply.

(10) On the hearing of any application under this section, the Minister may be represented andmay oppose the granting of the application.

(11) In this section, company includes an unregistered company within the meaning of section 350(1).

Disqualification under Limited Liability Partnerships Act 2004

155A.

A person who is subject to a disqualification or disqualification order under section 34, 35 or36 of the Limited Liability Partnerships Act 2005 shall not act as director of, or in any way(whether directly or indirectly) take part in or be concerned in the management of, acorporation during the period of the disqualification or disqualification order.

Disclosure of interests in transactions, property, offices, etc.

156.

-(1) Subject to this section, every director of a company who is in any way, whether directly orindirectly, interested in a transaction or proposed transaction with the company shall as soonas practicable after the relevant facts have come to his knowledge declare the nature of hisinterest at a meeting of the directors of the company.

(2) The requirements of subsection (1) shall not apply in any case where the interest of thedirector consists only of being a member or creditor of a corporation which is interested in atransaction or proposed transaction with the first-mentioned company if the interest of the


director may properly be regarded as not being a material interest.

(3) A director of a company shall not be deemed to be interested or to have been at any timeinterested in any transaction or proposed transaction by reason only -

(a) in a case where the transaction or proposed transaction relates to any loan to the company -that he has guaranteed or joined in guaranteeing the repayment of the loan or any part of theloan; or

(b) in a case where the transaction or proposed transaction has been or will be made with or forthe benefit of or on behalf of a corporation which by virtue of section 6 is deemed to berelated to the company - that he is a director of that corporation, and this subsection shallhave effect not only for the purposes of this Act but also for the purposes of any other law,but shall not affect the operation of any provision in the articles of the company.

(4) For the purposes of subsection (1), a general notice given to the directors of a company bya director to the effect that he is an officer or member of a specified corporation or a memberof a specified firm or a partner or officer of a specified limited liability partnership and isto be regarded as interested in any transaction which may, after the date of the notice, be madewith that corporation, firm or limited liability partnership shall be deemed to be a sufficientdeclaration of interest in relation to any transaction so made if -

(a) it specifies the nature and extent of his interest in the specified corporation, firm orlimited liability partnership;

(b) his interest is not different in nature or greater in extent than the nature and extent sospecified in the general notice at the time any transaction is so made; and

(c) it is given at a meeting of the directors or the director takes reasonable steps to ensurethat it is brought up and read at the next meeting of the directors after it is given.

(5) Every director of a company who holds any office or possesses any property whereby whetherdirectly or indirectly duties or interests might be created in conflict with his duties orinterests as director shall declare at a meeting of the directors of the company the fact andthe nature, character and extent of the conflict.

(6) The declaration shall be made at the first meeting of the directors held -

(a) after he becomes a director; or

(b) (if already a director) after he commenced to hold the office or to possess the property, asthe case requires.

(7) The secretary of the company shall record every declaration under this section in theminutes of the meeting at which it was made.

(8) For the purposes of this section, an interest of a member of a director's family shall betreated as an interest of the director and the words "member of a director's family" shallinclude his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.

(9) Subject to subsection (3), this section shall be in addition to and not in derogation of theoperation of any rule of law or any provision in the articles restricting a director from havingany interest in transactions with the company or from holding offices or possessing propertiesinvolving duties or interests in conflict with his duties or interests as a director.


(10) Any director of a company who fails to comply with any of the provisions of this sectionshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000or to imprisonment for a term not exceeding one year.

As to the duty and liability of officers.

157.

-(1) A director shall at all times act honestly and use reasonable diligence in the discharge ofthe duties of his office.

(2) An officer or agent of a company shall not make improper use of any information acquired byvirtue of his position as an officer or agent of the company to gain, directly or indirectly, anadvantage for himself or for any other person or to cause detriment to the company.

(3) An officer or agent who commits a breach of any of the provisions of this section shall be -

(a) liable to the company for any profit made by him or for any damage suffered by the companyas a result of the breach of any of those provisions; and

(b) guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or toimprisonment for a term not exceeding one year.

(4) This section is in addition to and not in derogation of any other written law or rule of lawrelating to the duty or liability of directors or officers of a company.


"officer" includes a person who at any time has been an officer of the company;

"agent" includes a banker, solicitor or auditor of the company and any person who at any timehas been a banker, solicitor or auditor of the company.

Powers of directors

157A.

-(1) The business of a company shall be managed by or under the direction of the directors.

(2) The directors may exercise all the powers of a company except any power that this Act or thememorandum and articles of the company require the company to exercise in general meeting.

Director declarations where company has one director

157B.

Where a company only has one director, that director may make a declaration required orauthorised to be made under this Act by recording the declaration and signing the record; andsuch recording and signing of the declaration satisfies any requirement in this Act that thedeclaration be made at a meeting of the directors.

Use of information and advice

157C.

-(1) Subject to subsection (2), a director of a company may, when exercising powers orperforming duties as a director, rely on reports, statements, financial data and otherinformation prepared or supplied, and on professional or expert advice given, by any of the


following persons:

(a) an employee of the company whom the director believes on reasonable grounds to be reliableand competent in relation to the matters concerned;

(b) a professional adviser or an expert in relation to matters which the director believes onreasonable grounds to be within the person's professional or expert competence;

(c) any other director or any committee of directors upon which the director did not serve inrelation to matters within that other director"s or committee's designated authority.

(2) Subsection (1) shall apply to a director only if the director -

(a) acts in good faith;

(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and

(c) has no knowledge that such reliance is unwarranted.

Disclosure of company information by certain directors

158.

-(1) A director of a company may disclose information which he has in his capacity as a directoror an employee of a company, being information that would not otherwise be available to him, tothe persons specified in subsection (2) if the conditions specified in subsection (3) are met.

(2) The information referred to in subsection (1) may be disclosed to -

(a) a person whose interests the director represents; or

(b) a person in accordance with whose directions or instructions the director may be required oris accustomed to act in relation to the director's powers and duties.

(3) The conditions referred to in subsection (1) are -

(a) the director declares at a meeting of the directors of the company the name and office orposition held by the person to whom the information is to be disclosed and the particulars ofsuch information;

(b) the director is first authorised by the board of directors to make the disclosure; and

(c) the disclosure will not be likely to prejudice the company.

(4) The matters declared by a director under subsection (3) (a) shall be recorded in the minutesof the meeting of the directors.

Power of directors to have regard to interest of its employees, members and rulings ofSecurities Industry Council.

159.

The matters to which the directors of a company are entitled to have regard in exercising theirpowers shall include -

(a) the interests of the company's employees generally, as well as the interests of its members;


and

(b) the rulings of the Securities Industry Council on the interpretation of the principles andrules of and the practice to be followed under the Singapore Code on Take-overs and Mergers.

Approval of company required for disposal by directors of company's undertaking or property.

160.

-(1) Notwithstanding anything in a company's memorandum or articles, the directors shall notcarry into effect any proposals for disposing of the whole or substantially the whole of thecompany's undertaking or property unless those proposals have been approved by the company ingeneral meeting.

(2) The Court may, on the application of any member of the company, restrain the directors fromentering into a transaction in contravention of subsection (1).

(3) A transaction entered into in contravention of subsection (1) shall, in favour of any persondealing with the company for valuable consideration and without actual notice of thecontravention, be as valid as if that subsection had been complied with.

(4) This section shall not apply to proposals for disposing of the whole or substantially thewhole of the company's undertaking or property made by a receiver and manager of any part of theundertaking or property of the company appointed under a power contained in any instrument or aliquidator of a company appointed in a voluntary winding up.

160A.

Repealed by Act 38/98.

160B.


160C.


160D.


Approval of company required for issue of shares by directors.

161.

-(1) Notwithstanding anything in a company's memorandum or articles, the directors shall not,without the prior approval of the company in general meeting, exercise any power of the companyto issue shares.

(2) Approval for the purposes of this section may be confined to a particular exercise of thatpower or may apply to the exercise of that power generally; and any such approval may beunconditional or subject to conditions.

(3) Any approval for the purposes of this section shall continue in force until -

(a) the conclusion of the annual general meeting commencing next after the date on which theapproval was given; or

(b) the expiration of the period within which the next annual general meeting after that date isrequired by law to be held, whichever is the earlier; but any approval may be previously revoked


or varied by the company in general meeting.

(4) The directors may issue shares notwithstanding that an approval for the purposes of thissection has ceased to be in force if the shares are issued in pursuance of an offer, agreementor option made or granted by them while the approval was in force and they were authorised bythe approval to make or grant an offer, agreement or option which would or might require sharesto be issued after the expiration of the approval.

(5) Section 186 shall apply to any resolution whereby an approval is given for the purposes ofthis section.

(6) Any issue of shares made by a company in contravention of this section shall be void andconsideration given for the shares shall be recoverable accordingly.

(7) Any director who knowingly contravenes, or permits or authorises the contravention of, thissection with respect to any issue of shares shall be liable to compensate the company and theperson to whom the shares were issued for any loss, damages or costs which the company or thatperson may have sustained or incurred thereby; but no proceedings to recover any such loss,damages or costs shall be commenced after the expiration of two years from the date of theissue.

Loans to directors.

162.

-(1) A company (other than an exempt private company) shall not make a loan to a director of thecompany or of a company which by virtue of section 6 is deemed to be related to that company, orenter into any guarantee or provide any security in connection with a loan made to such adirector by any other person but nothing in this section shall apply -

(a) subject to subsection (2), to anything done to provide such a director with funds to meetexpenditure incurred or to be incurred by him for the purposes of the company or for the purposeof enabling him properly to perform his duties as an officer of the company;

(b) to provide a loan to such a director who is engaged in the full-time employment of thecompany or of a corporation that is deemed to be related to the company, as the case may be, forthe purpose of purchasing or otherwise acquiring a home occupied or to be occupied by thedirector, except that not more than one such loan may be outstanding from the director at anytime;

(c) to any loan made to such a director who is engaged in the full-time employment of thecompany or of a corporation that is deemed to be related to that company, as the case may be,where the company has at a general meeting approved of a scheme for the making of loans toemployees of the company and the loan is in accordance with that scheme; or

(d) to any loan made to such director in the ordinary course of business of a company whoseordinary business includes the lending of money or the giving of guarantees in connection withloans made by other persons if the activities of that company are regulated by any written lawrelating to banking, finance companies or insurance or are subject to supervision by theMonetary Authority of Singapore.

(2) Subsection (1) (a) or (b) shall not authorise the making of any loan, or the entering intoany guarantee, or the provision of any security except -

(a) with the prior approval of the company given at a general meeting at which the purposes of


the expenditure and the amount of the loan or the extent of the guarantee or security, as thecase may be, are disclosed; or

(b) on condition that, if the approval of the company is not given as aforesaid at or before thenext following annual general meeting, the loan shall be repaid or the liability under theguarantee or security shall be discharged, as the case may be, within 6 months from theconclusion of that meeting.

(3) Where the approval of the company is not given as required by any such condition thedirectors authorising the making of the loan or the entering into the guarantee or the provisionof the security shall be jointly and severally liable to indemnify the company against any lossarising therefrom.

(4) Where a company contravenes this section any director who authorises the making of any loan,the entering into of any guarantee or the providing of any security contrary to this sectionshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000or to imprisonment for a term not exceeding 2 years.

(5) Nothing in this section shall operate to prevent the company from recovering the amount ofany loan or amount for which it becomes liable under any guarantee entered into or in respect ofany security given contrary to this section.

(6) For the purpose of subsection (1), the reference to director therein includes a reference tohis spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.

Prohibition of loans to persons connected with directors of lending company.

163.

-(1) Subject to this section, it shall not be lawful for a company (other than an exempt privatecompany) -

(a) to make a loan to another company; or

(b) to enter into any guarantee or provide any security in connection with a loan made toanother company by a person other than the first-mentioned company, if a director or directorsof the first-mentioned company is or together are interested in 20% or more of the total numberof equity shares in the other company (excluding treasury shares).

(2) Subsection (1) shall extend to apply to a loan, guarantee or security in connection with aloan made by a company (other than an exempt private company) to another company where suchother company is incorporated outside Singapore, if a director or directors of the first-mentioned company -

(a) is or together are interested in 20% or more of the total number of equity shares in theother company (excluding treasury shares); or

(b) in a case where the other company does not have a share capital, exercises or togetherexercise control over the other company whether by reason of having the power to appointdirectors or otherwise.


(a) where a company makes a loan to another company or gives a guarantee or provides security inconnection with a loan made to another company, a director or directors of the first-mentioned


company shall not be taken to have an interest in shares in that other company by reason onlythat the first-mentioned company has an interest in shares in that other company and a directoror directors have an interest in shares in the first-mentioned company; and

(b) "interest in shares" has the meaning assigned to that expression in section 7.

(4) This section shall not apply -

(a) to anything done by a company where the other company (whether that company is incorporatedin Singapore or otherwise) is its subsidiary or holding company or a subsidiary of its holdingcompany; or

(b) to a company, whose ordinary business includes the lending of money or the giving ofguarantees in connection with loans made by other persons, to anything done by the company inthe ordinary course of that business if the activities of that company are regulated by anywritten law relating to banking, finance companies or insurance or are subject to supervision bythe Monetary Authority of Singapore.

(5) For the purposes of this section, an interest of a member of a director's family shall betreated as the interest of the director and the words "member of a director's family" shallinclude his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.

(6) Nothing in this section shall operate to prevent the recovery of any loan or the enforcementof any guarantee or security whether made or given by the company or any other person.

(7) Where a company contravenes this section, any director who authorises the making of anyloan, the entering into of any guarantee or the providing of any security contrary to thissection shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$20,000 or to imprisonment for a term not exceeding 2 years.

Register of director's share holdings.

164.

-(1) A company shall keep a register showing with respect to each director of the companyparticulars of -

(a) shares in that company or in a related corporation, being shares of which the director is aregistered holder or in which he has an interest and the nature and extent of that interest;

(b) debentures of or participatory interests made available by the company or a relatedcorporation which are held by the director or in which he has an interest and the nature andextent of that interest;

(c) rights or options of the director or of the director and another person or other persons inrespect of the acquisition or disposal of shares in the company or a related corporation; and

(d) contracts to which the director is a party or under which he is entitled to a benefit, beingcontracts under which a person has a right to call for or to make delivery of shares in thecompany or in a related corporation.

(2) A company need not show, in its register with respect to a director, particulars of sharesin a related corporation that is a wholly-owned subsidiary of the company or of anothercorporation.


(3) A company that is a wholly-owned subsidiary of another company shall be deemed to havecomplied with this section in relation to a director who is a director of that other company ifthe particulars required by this section to be shown in the register of the first-mentionedcompany with respect to the director are shown in the register of the second-mentioned company.

(4) For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary ofanother company if none of the members of the first-mentioned company is a person other than -

(a) the second-mentioned company;

(b) a nominee of the second-mentioned company;

(c) a subsidiary of the second-mentioned company being a subsidiary none of the members of whichis a person other than the second-mentioned company or a nominee of the second-mentionedcompany; or

(d) a nominee of such a subsidiary.

(5) A company shall, within 3 days after receiving notice from a director under section 165 (1)(a), enter in its register in relation to the director the particulars referred to in subsection(1) including the number and description of shares, debentures, participatory interests, rights,options and contracts to which the notice relates and in respect of shares, debentures,participatory interests, rights or options acquired or contracts entered into after he became adirector -

(a) the price or other consideration for the transaction, if any, by reason of which an entry isrequired to be made under this section; and

(b) the date of -

(i) the agreement for the transaction or, if it is later, the completion of the transaction; or

(ii) where there was no transaction, the occurrence of the event by reason of which an entry isrequired to be made under this section.

(6) A company shall, within 3 days after receiving a notice from a director under section 165(1) (b), enter in its register the particulars of the change referred to in the notice.

(7) A company is not, by reason of anything done under this section, to be taken for any purposeto have notice of or to be put upon inquiry as to the right of a person or in relation to ashare in debenture of or participatory interest made available by the company.

(8) A company shall, subject to this section, keep its register at the registered office of thecompany and the register shall be open for inspection by a member of the company without chargeand by any other person on payment for each inspection of a sum of $3 or such lesser sum as thecompany requires.

(9) A person may request a company to furnish him with a copy of its register or any partthereof on payment in advance of a sum of $1 or such lesser sum as the company requires forevery page or part thereof required to be copied and the company shall send the copy to thatperson within 21 days or such longer period as the Registrar thinks fit after the day on whichthe request is received by the company.

(10) The Registrar may by notice in writing require a company to send to him within such time as


may be specified in the notice a copy of its register or any part thereof.

(11) A company shall produce its register at the commencement of each annual general meeting ofthe company and keep it open and accessible during the meeting to all persons attending themeeting.

(12) It is a defence to a prosecution for failing to comply with subsection (1) or (5) inrespect of particulars relating to a director if the defendant proves that the failure was dueto the failure of the director to comply with section 165 with respect to those particulars.


(a) a reference to a participatory interest is a reference to a unit in a collective investmentscheme within the meaning of section 2 of the Securities and Futures Act 2001; and

(b) a reference to a person who holds or acquires shares, debentures or participatory interestsor an interest in shares, debentures or participatory interests includes a reference to a personwho under an option holds or acquires a right to acquire or dispose of a share, debenture orparticipatory interest or an interest in a share, debenture or participatory interest.

(14) In determining for the purposes of this section whether a person has an interest in adebenture or participatory interest, the provisions of section 7, except subsections (1) and (3)thereof, have effect and in applying those provisions a reference to a share shall be read as areference to a debenture or participatory interest.

(15) For the purposes of the application of this section -

(a) a director of a company shall be deemed to hold or have an interest or a right in or overany shares or debentures if a wife or husband of the director (not being herself or himself adirector thereof) holds or has an interest or a right in or over any shares or debentures or aninfant son or infant daughter of that director (not being himself or herself a director) holdsor has an interest in shares or debentures; and

(b) any contract, assignment or right of subscription exercised or made by or grant made to thewife or husband of a director of a company (not being herself or himself a director thereof)shall be deemed to have been entered into or exercised or made or, as the case may be, as havingbeen made to the director; and so shall a contract, assignment or right of subscription enteredinto, exercised or made by or grant made to an infant son or infant daughter of a director of acompany (not being himself or herself a director thereof).

(16) In subsection (15), "son" includes step-son and adopted son and "daughter" includes step-daughter and adopted daughter.

(17) If default is made in complying with this section the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction of afine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and in the caseof a continuing offence to a further fine of $1,000 for every day during which the offencecontinues after conviction.

Power to require disclosure of directors' emoluments.

164A.

-(1) If a company is served with a notice sent by or on behalf of -


(a) at least 10% of the total number of members of the company (excluding the company itself ifit is registered as a member); or

(b) a member or members with at least 5% of the total number of issued shares of the company(excluding treasury shares), requiring the emoluments and other benefits received by thedirectors of the company or of a subsidiary to be disclosed, the company shall -

(c) within 14 days or such longer period as the Registrar may allow, prepare or cause to beprepared and cause to be audited a statement showing the total amount of emoluments and otherbenefits paid to or received by each of the directors of the company and each director of asubsidiary; including any amount paid by way of salary, for the financial year immediatelypreceding the service of the notice;

(d) when the statement referred to in paragraph (c) has been audited, within 14 days send a copyof the statement to all persons entitled to receive notice of general meetings of the company;and

(e) lay the statement before the next general meeting of the company held after the statement isaudited.

(2) If default is made in complying with this section, the company and every director of thecompany shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$10,000.

General duty to make disclosure.

165.

-(1) A director of a company shall give notice in writing to the company -

(a) of such particulars relating to shares, debentures, participatory interests, rights, optionsand contracts as are necessary for the purposes of compliance by the first-mentioned companywith section 164;

(b) of particulars of any change in respect of the particulars referred to in paragraph (a) ofwhich notice has been given to the company including the consideration, if any, received as aresult of the event giving rise to the change;

(c) of such events and matters affecting or relating to himself as are necessary for thepurposes of compliance by the company with section 173 that are applicable in relation to him;and

(d) if he is a director of a public company or of a subsidiary of a public company of the datewhen he attained or will have attained the age of 70 years.

(2) A notice under subsection (1) shall be given -

(a) in the case of a notice under subsection (1) (a), within 2 business days after -

(i) the date on which the director became a director; or

(ii) the date on which the director became a registered holder of or acquired an interest in theshares, debentures, participatory interests, rights, options or contracts, whichever lastoccurs;


(b) in the case of a notice under subsection (1) (b), within 2 business days after theoccurrence of the event giving rise to the change referred to in that paragraph; and

(c) in the case of a notice under subsection (1) (d), within 2 business days after the date onwhich the director became a director.

(3) A company shall, within 7 days after it receives a notice given under subsection (1), send acopy of the notice to each of the other directors of the company.

(4) It is a defence to a prosecution for failing to comply with subsection (1) (a) or (b) orwith subsection (2) if the defendant proves that his failure was due to his not being aware of afact or occurrence the existence of which was necessary to constitute the offence and that -

(a) he was not so aware on the date of the information or summons; or

(b) he became so aware less than 7 days before the date of the summons.

(5) For the purposes of subsection (4), a person shall conclusively be presumed to have beenaware at a particular time of a fact or occurrence -

(a) of which he would, if he had acted with reasonable diligence in the conduct of his affairs,have been aware at that time; or

(b) of which an employee or agent of the person, being an employee or agent having duties oracting in relation to his master's or principal's interest or interests in a share in or adebenture of or participatory interest issued by the company concerned, was aware or would, ifhe had acted with reasonable diligence in the conduct of his master's or principal's affairs,have been aware at that time.


(a) a reference to a participatory interest is a reference to a unit in a collective investmentscheme within the meaning of section 2 of the Securities and Futures Act 2001; and

(b) a reference to a person who holds or acquires shares, debentures or participatory interestsor an interest in shares, debentures or participatory interests includes a reference to a personwho under an option holds or acquires a right to acquire a share, debenture, or participatoryinterest or an interest in a share, debenture or participatory interest.

(7) In determining for the purposes of this section whether a person has an interest in adebenture or participatory interest, the provisions of section 7, except subsections (1) and (3)thereof, have effect and in applying those provisions a reference to a share shall be read as areference to a debenture or participatory interest.

(8) Nothing in section 164 or this section requires a company to enter in its register orrequires a director to give notice to the company of matters that are shown in the register keptby the company in accordance with the repealed section 134* as in force immediately before 5thOctober 1973.

*Section 134 of the Companies Act (1970 Ed. Cap. 185.).

(9) Any director who fails to comply with subsection (1) or (2) or any company that fails tocomply with subsection (3) shall be guilty of an offence and shall be liable on conviction to afine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and in the case


of a continuing offence to a further fine of $1,000 for every day during which the offencecontinues after conviction.

Duty of director to notify stock exchange of acquisition, etc., of its securities.

166.

-(1) Where a person is obliged by virtue of section 165 to notify a company of any matter withinany period, then, if that matter relates to shares or debentures listed on a securities exchange(as defined in the Securities and Futures Act 2001) he shall also be obliged to notify thesecurities exchange of that matter within the like period; and the stock exchange may publish,in such manner as it may determine, any information received by it under this subsection.

(2) Any person who fails to comply with subsection (1) shall be guilty of an offence and shallbe liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term notexceeding 3 years and in the case of a continuing offence to a further fine of $1,000 for everyday or part thereof during which the offence continues after conviction.

167.

(Repealed by Act 13 of 1987).

Payments to director for loss of office, etc.

168.

-(1) It shall not be lawful -

(a) for a company to make to any director any payment by way of compensation for loss of officeas an officer of the company or of a subsidiary of the company or as consideration for or inconnection with his retirement from any such office; or

(b) for any payment to be made to any director of a company in connection with the transfer ofthe whole or any part of the undertaking or property of the company. unless particulars withrespect to the proposed payment, including the amount thereof, have been disclosed to themembers of the company and the proposal has been approved by the company in general meeting andwhen any such payment has been unlawfully made the amount received by the director shall bedeemed to have been received by him in trust for the company.

(2) Where such a payment is to be made to a director in connection with the transfer to anyperson, as a result of an offer made to shareholders, of all or any of the shares in thecompany, that director shall take all reasonable steps to secure that particulars with respectto the proposed payment, including the amount thereof, shall be included in or sent with anynotice of the offer made for their shares which is given to any shareholders, unless thoseparticulars are furnished to the shareholders by virtue of any requirement of law relating totake-over offers or any requirement of the Take-over Code referred to in section 139 of theSecurities and Futures Act 2001.

(3) A director who fails to comply with subsection (2) and a person who has been properlyrequired by a director to include in or send with any notice under this section the particularsrequired by that subsection and who fails to do so shall be guilty of an offence, and if therequirements of that subsection are not complied with any sum received by the director onaccount of the payment shall be deemed to have been received by him in trust for any person whohas sold his shares as a result of the offer made.

(4) If in connection with any such transfer the price to be paid to a director of the companywhose office is to be abolished or who is to retire from office for any shares in the company


held by him is in excess of the price which could at the time have been obtained by otherholders of the like shares or any valuable consideration is given to any such director, theexcess or the money value of the consideration, as the case may be, shall for the purposes ofthis section, be deemed to have been a payment made to him by way of compensation for loss ofoffice or as consideration for or in connection with his retirement from office.

As to payments to directors.

(5) Any reference in this section to payments to any director of a company by way ofcompensation for loss of office or as consideration for or in connection with his retirementfrom office shall not include -

(a) any payment under an agreement entered into before 1st January 1967;

(b) any payment under an agreement particulars of which have been disclosed to and approved byspecial resolution of the company;

(c) any bona fide payment by way of damages for breach of contract;

(d) any bona fide payment by way of pension or lump sum payment in respect of past services,including any superannuation or retiring allowance, superannuation gratuity or similar payment,where the value or amount of the pension or payment, except in so far as it is attributable tocontributions made by the director, does not exceed the total emoluments of the director in the3 years immediately preceding his retirement or death; or

(e) any payment to a director pursuant to an agreement made between the company and him beforehe became a director of the company as the consideration or part of the consideration for thedirector agreeing to serve the company as a director.

(6) This section shall be in addition to and not in derogation of any rule of law requiringdisclosure to be made with respect to any such payments or any other like payment.

(7) In this section, "director" includes any person who has at any time been a director of thecompany or of a corporation which is by virtue of section 6 deemed to be related to the company.

Provision and improvement of director's emoluments.

169.

-(1) A company shall not at any meeting or otherwise provide emoluments or improve emolumentsfor a director of a company in respect of his officer as such unless the provision is approvedby a resolution that is not related to other matters and any resolution passed in breach of thissection shall be void.

(2) In this section, "emoluments" in relation to a director includes fees and percentages, anysums paid by way of expenses allowance in so far as those sums are charged to income tax inSingapore, any contribution paid in respect of a director under any pension scheme and anybenefits received by him otherwise than in cash in respect of his services as director.

Provisions as to assignment of office.

170.

-(1) If in the case of any public company provision is made by the articles or by any agreemententered into between any person and the company for empowering a director or manager of thecompany to assign his office as such to another person, any such assignment of office shall,


notwithstanding anything in that provision, be of no effect until approved by a specialresolution of the company.

(2) This section shall not be construed so as to prevent the appointment by a director, ifauthorised by the articles and subject thereto, of an alternate or substitute director to actfor or on behalf of the director during his inability for any time to act as director.

Secretary.

171.

-(1) Every company shall have one or more secretaries each of whom shall be a natural person whohas his principal or only place of residence in Singapore.

(1A) It shall be the duty of the directors of a company to take all reasonable steps to securethat each secretary of the company is a person who appears to them to have the requisiteknowledge and experience to discharge the functions of secretary of the company.

(1AA) In addition, it shall be the duty of the directors of a public company to take allreasonable steps to secure that each secretary of the company is a person who -

(a) on 15th May 1987 held the office of secretary in that company and continued to hold thatoffice on the date of commencement of the Companies (Amendment) Act 2003;

(b) for at least 3 years in the period of 5 years immediately preceding his appointment assecretary, held the office of secretary of a company;

(c) is a qualified person under the Legal Profession Act (Cap. 161), a public accountant, amember of the Singapore Association of the Institute of Chartered Secretaries andAdministrators, or a member of such other professional association as may be prescribed; or

(d) is, by virtue of such academic or professional qualifications as may be prescribed, capableof discharging the functions of secretary of the company.

(1AB) The Registrar may require a private company to appoint a person who satisfies subsection(1AA) (b), (c) or (d) as its secretary if he is satisfied that the company has failed to complywith any provision of this Act with respect to the keeping of any register or other record.

(1B) Any person who is appointed by the directors of a company as a secretary shall, at the timeof his appointment, by himself or through a prescribed person authorised by him, file with theRegistrar a declaration in the prescribed form that he consents to act as secretary andproviding the prescribed particulars.

(1C) A person to whom subsection (1AA) (a) applies who, after 15th May 1987, becomes a secretaryof another company and is not qualified to act as secretary under subsection subsection (1AA)(b), (c) and (d) shall not be regarded as being a person who is qualified to discharge thefunctions of secretary under this subsection.

(1D) In this subsection and section 173, "secretary" includes an assistant or deputy secretary.

(1E) Where a director is the sole director of a company, he shall not act or be appointed as thesecretary of the company.

(2) Subsection (1) shall not operate to prevent a corporation which was acting as the secretaryof a company immediately before 29th December 1967 from continuing to act as secretary of that


company for a period of 12 months after that date.

(3) The secretary or secretaries shall be appointed by the directors and at least one of thosesecretaries shall be present at the registered office of the company by himself or his agent orclerk on the days and at the hours during which the registered office is to be accessible to thepublic.

(4) Anything required or authorised to be done by or in relation to the secretary may, if theoffice is vacant or for any other reason the secretary is not capable of acting, be done by orin relation to any assistant or deputy secretary or, if there is no assistant or deputysecretary capable of acting, by or in relation to any officer of the company authorisedgenerally or specially in that behalf by the directors:

Provided that the office of secretary shall not be left vacant for more than 6 months at any onetime.

(5) A provision requiring or authorising a thing to be done by or in relation to a director andthe secretary shall not be satisfied by its being done by or in relation to the same personacting both as director and as, or in place of, the secretary.

Provisions indemnifying directors or officers.

172.

-(1) Any provision, whether in the articles or in any contract with a company or otherwise, forexempting any officer or auditor of the company from, or indemnifying him against, any liabilitywhich by law would otherwise attach to him in respect of any negligence, default, breach of dutyor breach of trust of which he may be guilty in relation to the company, shall be void.

(2) This section shall not prevent a company -

(a) from purchasing and maintaining for any such officer insurance against any liabilityreferred to in subsection (1); or

(b) from indemnifying such officer or auditor against any liability incurred by him -

(i) in defending any proceedings (whether civil or criminal) in which judgment is given in hisfavour or in which he is acquitted; or

(ii) in connection with any application, under section 76A (13) or 391 or any other provision ofthis Act, in which relief is granted to him by the court.

Register of directors, managers, secretaries and auditors.

173.

-(1) Every company shall keep at its registered office a register of its directors, managers,secretaries and auditors.

(2) The register shall -

(a) contain, with respect to each director, a signed copy of his consent to act as directorunder this Act together with a prescribed statement that he is not disqualified to act as adirector;

(b) specify his present full name, any former name, his usual residential address, his


nationality and identification (if any); and

(c) contain documentary evidence (if any) of any change in his name.

(3) Where a person is a director in one or more subsidiaries of the same holding company itshall be sufficient compliance with subsection (2) if it is disclosed that the person is theholder of one or more directorships in that group of companies and the group may be described bythe name of the holding company with the addition of the word "Group".

(4) The register shall specify with respect to each manager, secretary and auditor his fullname, identification and address.

(4A) The register shall contain a signed copy of the consent of the secretary of the company toact as the secretary.

(5) The register shall be open to the inspection of the Registrar and any member of the companywithout charge and of any other person on payment of $2, or such less sum as the companyrequires, for each inspection.

(6) The company shall lodge with the Registrar -

(a) within one month after -

(i) a person becomes, or ceases to be, a director of the company; or

(ii) a person who is a director of the company becomes disqualified from acting as such byvirtue of this Act or any other written law, a return in the prescribed form notifying theRegistrar of that fact and containing, with respect to that person, the particulars required tobe specified in the register;


(c) within one month after a person becomes a manager, secretary or auditor of the company, areturn in the prescribed form notifying the Registrar of that fact and specifying the full nameand address of that person;

(d) within one month after a person ceases to be a manager, secretary or auditor of the company,a return in the prescribed form notifying the Registrar of that fact;

(e) Deleted by Act 28/94 wef 1.3.95.

(f) within one month of any change in the name, identificationor nationality of any director,manager or secretary, a notice in the prescribed form notifying the Registrar of the newidentification or nationality of that person.

(6A) Any director of a company who becomes disqualified from acting as such by virtue of section148 or 155 or who resigns from office may himself lodge with the Registrar the return referredto in subsection (6) (a) if he has reasonable cause to believe that the company will not lodgethe return with the Registrar.

13/87.

(6B) Where the Registrar has reasonable cause to believe that a director of a company is nolonger qualified to act as such by virtue of section 148 or 155, he may, either upon lodgment of


a return referred to in subsection (6) (a) or on his own initiative, remove the name and otherparticulars of the director from any register kept by the Registrar under section 12.

(7) Any director, manager or secretary of a company who has changed his residential addressshall, within one month thereof -

(a) notify the company of the change; and

(b) subject to subsection (7A), lodge or cause to be lodged with the Registrar a notice in theprescribed form notifying the Registrar of his new residential address.

(7A) Where any director, manager or secretary of a company has made a report of a change of hisresidential address under section 8 of the National Registration Act, he shall be deemed to havenotified the Registrar of the change in compliance with subsection (7) (b).

(7B) If default is made by the company in complying with any of subsections (1) to (6), thecompany and every officer of the company who is in default shall each be guilty of an offenceand shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.

(7C) If default is made by any director, manager or secretary of a company in complying withsubsection (7), he shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 and also to a default penalty.

(8) A certificate of the Registrar stating that from any return lodged with the Registrarpursuant to this section it appears that at any time specified in the certificate any person wasa director, manager, secretary or auditor of a specified company shall in all courts and by allpersons having power to take evidence for the purposes of this Act, be received as prima facieevidence of the facts stated therein and, for the purposes of this subsection, a person whoappears from any return so lodged to be a director, manager, secretary or auditor of a companyshall be deemed to continue as such until by a subsequent return so lodged or by a notificationof change in the prescribed form so lodged it appears that he has ceased to be or becomesdisqualified to act as such a director, manager, secretary or auditor.


"identification" means, in the case of any person issued with an identity card, the number ofthe identity card, in the case of a person not issued with an identity card, particulars of thepassport or such other similar evidence of identification as is available, if any;

"director" includes an alternate, substitute or local director.

Division 3 - Meetings and proceedings

Division 3 - Meetings and proceedings

173A.


Statutory meeting and statutory report.

174.

-(1) Every public company that is a limited company and has a share capital shall, within aperiod of not less than one month and not more than 3 months after the date at which it isentitled to commence business, hold a general meeting of the members of the company to be calledthe "statutory meeting".


(2) The directors shall at least 7 days before the day on which the meeting is to be heldforward a report to be called the "statutory report" to every member of the company.

(3) The statutory report shall be certified by not less than two directors of the company andshall state -

(a) the total number of shares allotted, distinguishing shares allotted as fully or partly paidup otherwise than in cash, and stating in the case of shares partly paid up the extent to whichthey are so paid up, and in either case the consideration for which they have been allotted;

(b) the total amount of cash received by the company in respect of all the shares allotted andso distinguished;

(c) an abstract of the receipts of the company and of the payments made thereout up to a datewithin 7 days of the date of the report exhibiting under distinctive headings the receipts fromshares and debentures and other sources the payments made thereout and particulars concerningthe balance remaining in hand, and an account or estimate of the preliminary expenses;

(d) the names and addresses and descriptions of the directors, trustees for holders ofdebentures, if any, auditors, if any, managers, if any, and secretaries of the company; and

(e) the particulars of any contract the modification of which is to be submitted to the meetingfor its approval together with the particulars of the modification or proposed modification.

(4) The statutory report shall, so far as it relates to the shares allotted and to the cashreceived in respect of such shares and to the receipts and payments on capital account, beexamined and reported upon by the auditors, if any.

(5) The directors shall cause a copy of the statutory report and the auditor's report, if any,to be lodged with the Registrar at least 7 days before the date of the statutory meeting.

(6) The directors shall cause a list showing the names and addresses of the members and thenumber of shares held by them respectively to be produced at the commencement of the meeting andto remain open and accessible to any member during the continuance of the meeting.

(7) The members present at the meeting shall be at liberty to discuss any matter relating to theformation of the company or arising out of the statutory report, whether previous notice hasbeen given or not, but no resolution of which notice has not been given in accordance with thearticles may be passed.

(8) The meeting may adjourn from time to time and at any adjourned meeting any resolution ofwhich notice has been given in accordance with the articles either before or subsequently to theformer meeting may be passed and the adjourned meeting shall have the same powers as an originalmeeting.

(9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and atany adjourned meeting a special resolution may be passed that the company be wound up if,notwithstanding any other provision of this Act, at least 7 days' notice of intention to proposethe resolution has been given to every member of the company.

(10) In the event of any default in complying with this section every officer of the company whois in default and every director of the company who fails to take all reasonable steps to securecompliance with this section shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $1,000 and also to a default penalty.


Annual general meeting.

175.

-(1) A general meeting of every company to be called the "annual general meeting" shall inaddition to any other meeting be held once in every calendar year and not more than 15 monthsafter the holding of the last preceding annual general meeting, but so long as a company holdsits first annual general meeting within 18 months of its incorporation, it need not hold it inthe year of its incorporation or in the following year.

(2) Notwithstanding subsection (1), the Registrar, on the application of the company, may, iffor any special reason he thinks fit to do so, extend the period of 15 months or 18 monthsreferred to in that subsection, notwithstanding that such period is so extended beyond thecalendar year.

(3) Subject to notice being given to all persons entitled to receive notice of the meeting, ageneral meeting may be held at any time and the company may resolve that any meeting held orsummoned to be held shall be the annual general meeting of the company.

(4) If default is made in holding an annual general meeting -

(a) the company and every officer of the company who is in default shall be guilty of an offenceand shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty;and

(b) the Court may on the application of any member order a general meeting to be called.

Private company may dispense with annual general meetings

175A.

-(1) A private company may, by resolution passed in accordance with subsection (2), dispensewith the holding of annual general meetings.

(2) Notwithstanding any other provision of this Act, a resolution referred to in subsection (1)shall only be treated as passed at a general meeting if it has been passed by all of suchmembers as, being entitled to do so, vote in person or, where proxies are allowed, by proxypresent at the meeting.

(3) A resolution under subsection (1) has effect for the year in which it is made and subsequentyears, but does not affect any liability already incurred by reason of default in holding anannual general meeting.

(4) In any year in which an annual general meeting would be required to be held but for thissection, and in which no such meeting has been held, any member of the company may, by notice tothe company not later than 3 months before the end of the year, require the holding of an annualgeneral meeting in that year.

(5) The power of a member under subsection (4) to require the holding of an annual generalmeeting is exercisable not only by the giving of a notice but also by the transmission to thecompany at such address as may for the time being be specified for the purpose by or on behalfof the company of an electronic communication containing the requirement.

(6) If such a notice is given or electronic communication is transmitted, section 175 (1) and(4) shall apply with respect to the calling of the meeting and the consequences of default.


(7) A resolution referred to in subsection (1) shall cease to be in force if the company isconverted to a public company.

(8) If the resolution referred to in subsection (1) ceases to be in force, the company shall notbe obliged under section 175 to hold an annual general meeting in that year if, at the time theresolution ceases to have effect, less than 3 months of the year remains.

(9) Subsection (8) does not affect any obligation of the company to hold an annual generalmeeting in that year in pursuance of a notice given under subsection (4) or an electroniccommunication transmitted under subsection (5).

(10) Unless the contrary intention appears -

(a) a reference in any provision of this Act to the doing of anything at an annual generalmeeting shall, in the case of a company that has dispensed with holding an annual generalmeeting in accordance with this section, be read as a reference to the doing of that thing byway of a resolution by written means under section 184A; and

(b) a reference in any provision of this Act to the date or conclusion of an annual generalmeeting of a company that has dispensed with holding an annual general meeting in accordancewith this section shall, unless the meeting is held, be read as a reference to the date ofexpiry of the period within which the meeting is required by law to be held.

(11) In this section, an address of a person includes any number or address used for electroniccommunication.

Convening of extraordinary general meeting on requisition.

176.

-(1) The directors of a company, notwithstanding anything in its articles, shall, on therequisition of members holding at the date of the deposit of the requisition not less than 10%of such of the paid-up capital as at the date of the deposit carries the right of voting atgeneral meetings or, in the case of a company not having a share capital, of membersrepresenting not less than 10% of the total voting rights of all members having at that date aright to vote at general meetings, forthwith proceed duly to convene an extraordinary generalmeeting of the company to be held as soon as practicable but in any case not later than twomonths after the receipt by the company of the requisition.

(1A) For the purposes of subsection (1), any of the company's paid-up capital held as treasuryshares shall be disregarded.

(2) The requisition shall state the objects of the meeting and shall be signed by therequisitionists and deposited at the registered office of the company, and may consist ofseveral documents in like form each signed by one or more requisitionists.

(3) If the directors do not within 21 days after the date of the deposit of the requisitionproceed to convene a meeting, the requisitionists, or any of them representing more than 50% ofthe total voting rights of all of them, may themselves, in the same manner as nearly as possibleas that in which meetings are to be convened by directors convene a meeting, but any meeting soconvened shall not be held after the expiration of 3 months from that date.

(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of thedirectors to convene a meeting shall be paid to the requisitionists by the company, and any sum


so paid shall be retained by the company out of any sums due or to become due from the companyby way of fees or other remuneration in respect of their services to such of the directors aswere in default.

(5) A meeting at which a special resolution is to be proposed shall be deemed not to be dulyconvened by the directors if they do not give such notice thereof as is required by this Act inthe case of special resolutions.

Calling of meetings.

177.

-(1) Two or more members holding not less than 10% of the total number of issued shares of thecompany (excluding treasury shares) or, if the company has not a share capital, not less than 5%in number of the members of the company or such lesser number as is provided by the articles maycall a meeting of the company.

(2) A meeting of a company or of a class of members, other than a meeting for the passing of aspecial resolution, shall be called by notice in writing of not less than 14 days or such longerperiod as is provided in the articles.

(3) A meeting shall, notwithstanding that it is called by notice shorter than is required bysubsection (2), be deemed to be duly called if it is so agreed -

(a) in the case of a meeting called as the annual general meeting, by all the members entitledto attend and vote thereat; or

(b) in the case of any other meeting, by a majority in number of the members having a right toattend and vote thereat, being a majority which together holds not less than 95% of the totalvoting rights of all the members having a right to vote at that meeting.

(4) So far as the articles do not make other provision in that behalf notice of every meetingshall be served on every member having a right to attend and vote thereat in the manner in whichnotices are required to be served by Table A.

(5) (Deleted by Act 40/89).

Articles as to right to demand a poll.

178.

-(1) Any provision in a company's articles shall be void in so far as it would have the effect -

(a) of excluding the right to demand a poll at a general meeting on any question or matter otherthan the election of the chairman of the meeting or the adjournment of the meeting;

(b) of making ineffective a demand for a poll on any question or matter other than the electionof the chairman of the meeting or the adjournment of the meeting that is made -

(i) by not less than 5 members having the right to vote at the meeting;

(ii) by a member or members representing not less than 10% of the total voting rights of all themembers having the right to vote at the meeting; or

(iii) by a member or members holding shares in the company conferring a right to vote at themeeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of


the total sum paid up on all the shares conferring that right; or

(c) of requiring the instrument appointing a proxy or any other document necessary to show thevalidity of or otherwise relating to the appointment of a proxy to be received by the company orany other person more than 48 hours before a meeting or adjourned meeting in order that theappointment may be effective thereat.

(2) The instrument appointing a proxy to vote at a meeting of a company shall be deemed toconfer authority to demand or join in demanding a poll, and for the purposes of subsection (1) ademand by a person as proxy for a member of the company shall be deemed to be the same as ademand by the member.

(3) A person entitled to vote on a poll at a meeting shall be deemed to be a person entitled tovote for the purposes of this Act.

Quorum, chairman, voting, etc., at meetings.

179.

-(1) So far as the articles do not make other provision in that behalf and subject to section 64-

(a) two members of the company personally present shall form a quorum;

(b) any member elected by the members present at a meeting may be chairman thereof; and

(c) in the case of a company having a share capital -

(i) on a show of hands, each member who is personally present and entitled to vote shall haveone vote; and

(ii) on a poll, each member shall have one vote in respect of each share held by him and whereall or part of the share capital consists of stock or units of stock each member shall have onevote in respect of the stock or units of stock held by him which is or are or were originallyequivalent to one share; and

(d) in the case of a company not having a share capital every member shall have one vote.

(2) On a poll taken at a meeting a person entitled to more than one vote need not, if he votes,use all his votes or cast all the votes he uses in the same way.

(3) A corporation may by resolution of its directors or other governing body -

(a) if it is a member of a company, authorise such person as it thinks fit to act as itsrepresentative either at a particular meeting or at all meetings of the company or of any classof members; or

(b) if it is a creditor, including a holder of debentures, of a company, authorise such personas it thinks fit to act as its representative either at a particular meeting or at all meetingsof any creditors of the company, and a person so authorised shall, in accordance with hisauthority and until his authority is revoked by the corporation, be entitled to exercise thesame powers on behalf of the corporation as the corporation could exercise if it were anindividual member, creditor or holder of debentures of the company.

(4) Where -


(a) a person present at a meeting is authorised to act as the representative of a corporation atthe meeting by virtue of an authority given by the corporation under subsection (3); and

(b) the person is not otherwise entitled to be present at the meeting, the corporation shall,for the purposes of subsection (1), be deemed to be personally present at the meeting.

(5) Subject to section 41 (8) and (9), a certificate under the seal of the corporation shall beprima facie evidence of the appointment or of the revocation of the appointment, as the case maybe, of a representative pursuant to subsection (3).

(6) Where a holding company is beneficially entitled to the whole of the issued shares of asubsidiary and a minute is signed by a representative of the holding company authorised pursuantto subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution,required by this Act or by the memorandum or articles of the subsidiary to be made, performed,or passed by or at an ordinary general meeting or an extraordinary general meeting of thesubsidiary has been made, performed, or passed, that act, matter, thing, or resolution shall,for all purposes, be deemed to have been duly made, performed, or passed by or at an ordinarygeneral meeting, or as the case requires, by or at an extraordinary general meeting of thesubsidiary.

(7) Where by or under any provision of this Act any notice, copy of a resolution or otherdocument relating to any matter is required to be lodged by a company with the Registrar, and aminute referred to in subsection (6) is signed by the representative in pursuance of thatsubsection and the minute relates to such a matter the company shall within one month after thesigning of the minute lodge a copy thereof with the Registrar.

(8) For the purposes of this section, any reference to a member of a company does not includethe company itself where it is such a member by virtue of its holding shares as treasury shares.

As to member's rights at meetings.

180.

-(1) Subject to subsection (2), every member shall, notwithstanding any provision in thememorandum or articles, have a right to attend any general meeting of the company and to speakand vote on any resolution before the meeting except that the company's articles may providethat a member shall not be entitled to vote unless all calls or other sums personally payable byhim in respect of shares in the company have been paid.

(2) Notwithstanding subsection (1), the articles may provide that holders of preference sharesshall not have the right to vote at a general meeting of the company except that any preferenceshares issued after 15th August 1984 shall carry the right to attend any general meeting and ina poll thereat to at least one vote in respect of each such share held -

(a) during such period as the preferential dividend or any part thereof remains in arrear andunpaid, such period starting from a date not more than 12 months, or such lesser period as thearticles may provide, after the due date of the dividend;

(b) upon any resolution which varies the rights attached to such shares; or

(c) upon any resolution for the winding up of the company.

(3) For the purposes of subsection (2), a dividend shall be deemed to be due on the dateappointed in the articles for the payment of the dividend for any year or other period, or if no


such date is appointed, upon the day immediately following the expiration of the year or otherperiod and whether or not such dividend shall have been earned or declared.

Proxies.

181.

-(1) A member of a company entitled to attend and vote at a meeting of the company, or at ameeting of any class of members of the company, shall be entitled to appoint another person orpersons, whether a member or not, as his proxy to attend and vote instead of the member at themeeting and a proxy appointed to attend and vote instead of a member shall also have the sameright as the member to speak at the meeting, but unless the articles otherwise provide -

(a) a proxy shall not be entitled to vote except on a poll;

(b) a member shall not be entitled to appoint more than two proxies to attend and vote at thesame meeting; and

(c) where a member appoints two proxies the appointments shall be invalid unless he specifiesthe proportions of his holdings to be represented by each proxy.

(2) In every notice calling a meeting of a company or a meeting of any class of members of acompany there shall appear with reasonable prominence a statement as to the rights of the memberto appoint proxies to attend and vote instead of the member, and that a proxy need not also be amember; and if default is made in complying with this subsection as respects any meeting, everyofficer of the company who is in default shall be guilty of an offence.

(3) Any person who authorises or permits an invitation to appoint as proxy a person or one of anumber of persons specified in the invitation to be issued at the company's expense to some onlyof the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.

(4) No person shall be guilty of an offence under subsection (3) by reason only of the issue toa member at his request of a form of appointment naming the proxy or a list of persons willingto act as proxies if the form or list is available on request in writing to every memberentitled to vote at the meeting by proxy.

(5) Any person who authorises or permits an invitation to appoint as proxy a person or one of anumber of persons specified in the invitation to be issued or circulated shall be guilty of anoffence unless the invitation is accompanied by a form of proxy which shall entitle the memberto direct the proxy to vote either for or against the resolution.

Power of Court to order meeting.

182.

If for any reason it is impracticable to call a meeting in any manner in which meetings may becalled or to conduct the meeting in the manner prescribed by the articles or this Act, the Courtmay, either of its own motion or on the application of any director or of any member who wouldbe entitled to vote at the meeting or of the personal representative of any such member, order ameeting to be called, held and conducted in such manner as the Court thinks fit, and may givesuch ancillary or consequential directions as it thinks expedient, including a direction thatone member present in person or by proxy shall be deemed to constitute a meeting or that thepersonal representative of any deceased member may exercise all or any of the powers that thedeceased member could have exercised if he were present at the meeting.


Circulation of members' resolutions, etc.

183.

-(1) Subject to this section, a company shall on the requisition of such number of members ofthe company as is specified in subsection (2) and, unless the company otherwise resolves, at theexpense of the requisitionists -

(a) give to members of the company entitled to receive notice of the next annual general meetingnotice of any resolution which may properly be moved and is intended to be moved at that meetingor (if the resolution is proposed to be passed by written means under section 184A) for whichagreement is sought; and

(b) circulate to members entitled to have notice of any general meeting sent to them anystatement of not more than 1,000 words with respect to the matter referred to in any proposedresolution or the business to be dealt with at that meeting.

(2) The number of members necessary for a requisition under subsection (1) shall be -

(a) any number of members representing not less than 5% of the total voting rights of all themembers having at the date of the requisition a right to vote at the meeting to which therequisition relates; or

(b) not less than 100 members holding shares in the company on which there has been paid up anaverage sum, per member, of not less than $500.

(3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) shall begiven, and any statement so referred to shall be circulated, to members of the company entitledto have notice of the meeting sent to them by serving on each member, in any manner permittedfor service of the notice of the meeting, a copy of the resolution and statement.

(3A) Where the resolution is proposed to be passed by written means under section 184A, thenotice of the resolution and statement shall be given and circulated to members of the companyentitled to have notice of the meeting sent to them by serving on each member -

(a) a copy of the resolution and statement; and

(b) a notification that formal agreement to the resolution is being sought under section 184A.

(3B) Notice of the resolution shall be given to any other member of the company by serving onhim notice of the general effect of the resolution in any manner permitted for giving him noticeof meetings of the company.

(3C) Except where the resolution is proposed to be passed by written means under section 184A,the copy of the resolution referred to in subsection (3) shall be served, or notice of thegeneral effect of the resolution referred to in subsection (3B) shall be given, as the case maybe, in the same manner and, so far as practicable, at the same time as notice of the meetingand, where it is not practicable for it to be served or given at that time, it shall be servedor given as soon as practicable thereafter.

(4) Subject to subsection (4A), a company shall not be bound under this section to give noticeof any resolution or to circulate any statement unless -

(a) a copy of the requisition signed by the requisitionists, or two or more copies which betweenthem contain the signatures of all the requisitionists, is deposited at the registered office of


the company -

(i) in the case of a requisition requiring notice of a resolution, not less than 6 weeks beforethe meeting; and

(ii) in the case of any other requisition, not less than one week before the meeting; and

(b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet thecompany's expenses in giving effect thereto, but if, after a copy of a requisition requiringnotice of a resolution has been deposited at the registered office of the company, an annualgeneral meeting is called for a date 6 weeks or less after the copy has been deposited, the copythough not deposited within the time required by this subsection shall be deemed to have beenproperly deposited for the purposes thereof.

(4A) A company shall not be bound under this section to give notice of any resolution which isproposed to be passed by written means under section 184A, or to circulate any statementrelating thereto, unless -

(a) the requisition setting out the text of the resolution and the statement is received by adirector of the company in legible form or a permitted alternative form; and

(b) the notice states that formal agreement to the resolution is sought under section 184A.

(4B) Where the requisition under subsection (4A) (a) requests that the date of its receipt by acompany be notified to a specified person, the directors shall, without delay after it is firstreceived by a director in legible form or a permitted alternative form, notify that person ofthe date when it was first so received.

(5) The company shall not be bound under this section to circulate any statement if, on theapplication either of the company or of any other person who claims to be aggrieved, the Courtis satisfied that the rights conferred by this section are being abused to secure needlesspublicity for defamatory matter and the Court may order the company's costs on an applicationunder this section to be paid in whole or in part by the requisitionists, notwithstanding thatthey are not parties to the application.

(6) Notwithstanding anything in the company's articles, the business which may be dealt with atan annual general meeting shall include any resolution of which notice is given in accordancewith this section, and for the purposes of this subsection notice shall be deemed to have beenso given notwithstanding the accidental omission, in giving it, of one or more members.

(7) In the event of any default in complying with this section, the company and every officer ofthe company who is in default shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $5,000.

(8) For the purposes of this section, something is "in legible form or a permitted alternativeform" if, and only if, it is sent or otherwise supplied -

(a) in a form (such as a paper document) that is legible before being sent or otherwise suppliedand does not change form during that process; or

(b) in another form that -

(i) is currently agreed between the company and the person as a form in which the thing may besent or otherwise supplied to the company; and


(ii) is such that documents sent or supplied in that form can (where particular conditions aremet) be received in legible form or be made legible following receipt in non-legible form.

Special resolutions.

184.

-(1) A resolution shall be a special resolution when it has been passed by a majority of notless than three-fourths of such members as, being entitled to do so, vote in person or, whereproxies are allowed, by proxy present at a general meeting of which -

(a) in the case of a private company, not less than 14 days' written notice; or

(b) in the case of a public company, not less than 21 days' written notice, specifying theintention to propose the resolution as a special resolution has been duly given.

(2) Notwithstanding subsection (1), if it so agreed by a majority in number of the membershaving the right to attend and vote at the meeting, being a majority which together holds notless than 95% of the total voting rights of all the members having a right to vote at thatmeeting, a resolution may be proposed and passed as a special resolution at a meeting of whichwritten notice of a period less than that required under subsection (1) has been given.

(3) At any meeting at which a special resolution is submitted a declaration of the chairman thatthe resolution is carried shall unless a poll is demanded be conclusive evidence of the factwithout proof of the number or proportion of the votes recorded in favour of or against theresolution.

(4) At any meeting at which a special resolution is submitted a poll shall be deemed to beeffectively demanded if demanded -

(a) by such number of members for the time being entitled under the articles to vote at themeeting as is specified in the articles, but it shall not in any case be necessary for more than5 members to make the demand;

(b) if no such provision is made by the articles, by 3 members so entitled, or by one or 2members so entitled, if -

(i) that member holds or those 2 members together hold not less than 10% of the total number ofpaid-up shares of the company (excluding treasury shares); or

(ii) that member represents or those 2 members together represent not less than 10% of the totalvoting rights of all the members having a right to vote at that meeting.

(4A) For the purposes of subsection (4), any reference to a member does not include a referenceto a company itself where it is registered as a member.

(5) In computing the majority on a poll demanded on the question that a special resolution bepassed reference shall be had to the number of votes cast for and against the resolution and tothe number of votes to which each member is entitled by this Act or the articles of the company.

(6) For the purposes of this section, notice of a meeting shall be deemed to be deemed to beduly given and the meeting shall be deemed to be duly held when the notice is given and themeeting held in the manner provided by this Act or by the articles.


(7) Any extraordinary resolution, duly and appropriately passed before 29th December 1967 shallfor the purposes of this Act be treated as a special resolution.

(8) Where in the case of a company incorporated before 29th December 1967 any matter is requiredor permitted to be done by extraordinary resolution that matter may be done by specialresolution.

Passing of resolutions by written means

184A.

-(1) Notwithstanding any other provision of this Act, a private company may pass any resolutionby written means in accordance with the provisions of this section and sections 184B to 184F.

(2) Subsection (1) shall not apply to a resolution referred to in section 175A (1) or aresolution for which special notice is required.

(3) A special resolution is passed by written means if the resolution indicates that it is aspecial resolution and if it has been formally agreed on any date by one or more members of thecompany who on that date represent -

(a) at least 75%; or

(b) if the memorandum or articles of the company require a greater majority for that resolution,that greater majority, of the total voting rights of all the members who on that date would havethe right to vote on that resolution at a general meeting of the company.

(4) An ordinary resolution is passed by written means if the resolution does not indicate thatit is a special resolution and if it has been formally agreed on any date by one or more membersof the company who on that date represent -

(a) a majority; or

(b) if the memorandum or articles of the company require a greater majority for that resolution,that greater majority, of the total voting rights of all the members who on that date would havethe right to vote on that resolution at a general meeting of the company.

(4A) A resolution referred to in section 76 (9B) (e) is passed by written means if theresolution indicates that it is a resolution referred to in that provision and if it has beenformally agreed on any date by all the members of the company who on that date would have theright to vote on that resolution at a general meeting of the company.

(5) For the purposes of this section, a resolution of a company is formally agreed by a memberif -

(a) the company receives from the member (or his proxy if this is allowed) a document that -

(i) is given to the company in legible form or a permitted alternative form;

(ii) indicates the member's agreement (or agreement on his behalf) to the resolution; and

(iii) includes the text of the resolution or otherwise makes clear that it is that resolutionthat is being agreed to; and

(b) the member (or his proxy) had a legible text of the resolution before giving that document.


(6) Nothing in subsection (3), (4) or (4A) shall be construed as requiring the requisite numberof members to formally agree to the resolution on a single day.

(6A) For the purposes of this section, something is "in legible form or a permitted alternativeform" if, and only if, it is sent or otherwise supplied -

(a) in a form (such as a paper document) that is legible before being sent or otherwise suppliedand does not change form during that process; or

(b) in another form that -

(i) is currently agreed between the company and the person as a form in which the thing may besent or otherwise supplied to the company; and

(ii) is such that documents sent or supplied in that form can (where particular conditions aremet) be received in legible form or be made legible following receipt in non-legible form.

(7) Any reference in this Act or any other law to the passing or making of a resolution, or thepassing or making of a resolution at a meeting, includes a reference to the passing of theresolution by written means in accordance with this section.

(8) Any reference in this Act or any other law to the doing of anything at a general meeting ofa company includes a reference to the passing of a resolution authorising the doing of thatthing by written means in accordance with this section.

Requirements for passing of resolutions by written means

184B.

-(1) A resolution of a private company may only be passed by written means if -

(a) either -

(i) agreement to the resolution was first sought by the directors of the company in accordancewith section 184C; or

(ii) a requisition for that resolution was first given to the company in accordance with section183 and, by reason of that notice, the documents referred to in section 183 (3A) in respect ofthe resolution were served on members of the company in accordance with section 183 (3A);

(b) the memorandum and articles of the company do not prohibit the passing of resolutions(either generally or for the purpose in question) by written means; and

(c) all conditions in the company's memorandum and articles relating to the passing of theresolution by written means are met.

(2) Any resolution that is passed in contravention of subsection (1) shall be invalid.

Where directors seek agreement to resolution by written means

184C.

-(1) The directors of a private company who wish to seek agreement to a resolution of thecompany and for it to be passed by written means shall send to each member, having the right tovote on that resolution at a general meeting, a copy of the text of the resolution.


(2) As far as practicable, the directors shall comply with subsection (1) as respects everymember at the same time and without delay.

(3) Without prejudice to any other means of complying with subsections (1) and (2), thedirectors shall have complied with those subsections if they secure that the same paper documentcontaining the text of the resolution is sent without delay to each member in turn.

(4) Subject to section 184D, if the resolution is passed before the directors have complied withsubsection (1) as respects every member, that fact shall not affect the validity of theresolution or any obligation already incurred by the directors under subsections (1) and (2).

Members may require general meeting for resolution

184D.

-(1) Any member or members of a private company representing at least 5% of the total votingrights of all the members having the right to vote on a resolution at a general meeting of thecompany may, within 7 days after -

(a) the text of the resolution has been sent to him or them in accordance with section 184C; or

(b) the documents referred to in section 183 (3A) in respect of the resolution have been servedon him or them, as the case may be, give notice to the company requiring that a general meetingbe convened for that resolution.

(2) Where notice is given under subsection (1) -

(a) the resolution is invalid even though it may have in the meantime been passed in accordancewith section 184A; and

(b) the directors shall proceed to convene a general meeting for the resolution.

Company's duty to notify members that resolution passed by written means

184E.

-(1) Where a resolution of a private company is passed by written means, the company shall -

(a) notify every member that it has been passed; and

(b) do so within 15 days from the earliest date on which a director or secretary of the companyis aware that it has been passed.

(2) Non-compliance with this section shall not render the resolution invalid.

Recording of resolutions passed by written means

184F.

-(1) Where a resolution of a private company is passed by written means, the company shall causea record of the resolution, and the indication of each member"s agreement (or agreement on hisbehalf) to it, to be entered in a book in the same way as minutes of proceedings of a generalmeeting of the company.

(2) Non-compliance with subsection (1) shall not render the resolution invalid.

(3) Any such record, if purporting to be signed by a director or the secretary of the company,


is evidence of the proceedings in passing the resolution.

(4) Where a record is made in accordance with this section, then, until the contrary is proved,the requirements of this Act with respect to those proceedings shall be deemed to have beencomplied with.

(5) Section 189 applies in relation to a record made in accordance with this section as itapplies in relation to minutes of proceedings of a general meeting.

Resolutions of one member companies

184G.

-(1) Notwithstanding anything in this Act, a company that has only one member may pass aresolution by the member recording the resolution and signing the record.

(2) If this Act requires information or a document relating to the resolution to be lodged withthe Registrar, that requirement is satisfied by lodging the information or document with theresolution that is passed.

Resolution requiring special notice.

185.

Where by this Act special notice is required of a resolution, the resolution shall not beeffective unless notice of the intention to move it has been given to the company not less than28 days before the meeting at which it is moved, and the company shall give its members noticeof any such resolution at the same time and in the same manner as it gives notice of the meetingor, if that is not practicable, shall give them notice thereof, in any manner allowed by thearticles, not less than 14 days before the meeting, but if after notice of the intention to movesuch a resolution has been given to the company, a meeting is called for a date 28 days or lessafter the notice has been given, the notice, although not given to the company within the timerequired by this section, shall be deemed to be properly given.

Registration and copies of certain resolutions.

186.

-(1) A copy of -

(a) every special resolution; and

(b) every resolution which effectively binds any class of shareholders whether agreed to by allthe members of that class or not, shall, except where otherwise expressly provided by this Actwithin one month after the passing or making thereof, be lodged by the company with theRegistrar.

(2) Where articles have not been registered a printed copy of every resolution to which thissection applies shall be forwarded to any member at his request on payment of $1 or such lesssum as the company directs.

(3) In the event of any default in complying with subsection (1) the company and every officerof the company who is in default shall be guilty of an offence and shall be liable on convictionto a fine not exceeding $1,000 and also to a default penalty.

(4) In the event of any default in complying with subsection (2) the company and every officerof the company who is in default shall be guilty of an offence and shall be liable on conviction


to a fine of $50 for each copy in respect of which default is made.

Resolutions at adjourned meetings.

187.

Where a resolution is passed at an adjourned meeting of a company or of holders of any class ofshares or of directors the resolution shall for all purposes be treated as having been passed onthe date on which it was in fact passed and not on any earlier date.

Minutes of proceedings.

188.

-(1) Every company shall cause -

(a) minutes of all proceedings of general meetings and of meetings of its directors and of itsmanagers, if any, to be entered in books kept for that purpose within one month of the date uponwhich the relevant meeting was held; and

(b) those minutes to be signed by the chairman of the meeting at which the proceedings were hador by the chairman of the next succeeding meeting.

(2) Any minutes so entered that purports to be signed as provided in subsection (1) shall beevidence of the proceedings to which they relate, unless the contrary is proved.

(3) Where minutes have been so entered and signed, then, until the contrary is proved -

(a) the meeting shall be deemed to have been duly held and convened;

(b) all proceedings had thereat shall be deemed to have been duly had; and

(c) all appointments of officers or liquidators made thereat shall be deemed to be valid.

(3A) Every company shall keep minute books in which it shall cause to be entered the followingmatters:

(a) if the company has only one director -

(i) the passing of resolutions by that director; and

(ii) the making of declarations by that director;

(b) resolutions passed by written means under section 184A, within one month of the passing ormaking of each resolution or declaration.

(3B) The company shall ensure that minutes of the passing of a resolution referred to insubsection (3A) (b) are signed by a director within a reasonable time after the resolution ispassed.

(3C) The director of a company with only one director who has passed a resolution or made adeclaration shall sign the minutes thereof within a reasonable time after the resolution ispassed or the declaration is made.

(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordancewith subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or


declaration to which they relate, unless the contrary is proved.


Inspection of minute books.

189.

-(1) The books referred to in section 188 (1) and (3A) shall be kept by the company at theregistered office or the principal place of business in Singapore of the company, and shall beopen to the inspection of any member without charge.

(2) Any member shall be entitled to be furnished within 14 days after he has made a request inwriting in that behalf to the company with a copy of any minutes specified in section 188 (1) or(3A) at a charge not exceeding $1 for every page thereof.

(2A) Subsection (1) shall not apply to books containing minutes of proceedings of meetings of acompany's directors and of its managers, or (as the case may be) books containing minutes of thepassing of resolutions and the making of declarations by the director of a company that has onlyone director; and subsection (2) shall not apply to any of those minutes.

(3) If any copy required under this section is not so furnished the company and every officer ofthe company who is in default shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $400 and also to a default penalty.

Division 4 - Register of members

Division 4 - Register of members

Register and index of members.

190.

-(1) Every company shall keep a register of its members and enter therein -

(a) the names and addresses of the members, and in the case of a company having a share capitala statement of the shares held by each member, distinguishing each share by its number, if any,or by the number, if any, of the certificate evidencing the member's holding and of the amountpaid or agreed to be considered as paid on the shares of each member;

(b) the date at which the name of each person was entered in the register as a member;

(c) the date at which any person who ceased to be a member during the previous 7 years so ceasedto be a member; and

(d) in the case of a company having a share capital, the date of every allotment of shares tomembers and the number of shares comprised in each allotment.

(2) Notwithstanding anything in subsection (1), where the company has converted any of itsshares into stock and given notice of the conversion to the Registrar, the company shall alterthe register to show the amount of stock or number of stock units held by each member instead ofthe number of shares and the particulars relating to shares specified in subsection (1) (a).

(2A) Where a company purchases one or more of its own shares or stocks in circumstances in whichsection 76H applies -


(a) the requirements of subsections (1) (a), (b) and (c) and (2) shall be complied with unlessthe company cancels all of the shares or stocks immediately after the purchase in accordancewith section 76K (1); but

(b) any share or stock which is so cancelled shall be disregarded for the purposes ofsubsections (1) (a) and (2).

(3) Notwithstanding anything in subsection (1), a company may keep the names and particularsrelating to persons who have ceased to be members of the company separately and the names andparticulars relating to former members need not be supplied to any person who applies for a copyof the register unless he specifically requests the names and particulars of former members.

(4) The register of members shall be prima facie evidence of any matters inserted therein asrequired or authorised by this Act.

Index of members of company.

(5) Every company having more than 50 members shall, unless the register of members is in such aform as to constitute in itself an index, keep an index in convenient form of the names of themembers and shall, within 14 days after the date on which any alteration is made in the registerof members, make any necessary alteration in the index.

(6) The index shall in respect of each member contain a sufficient indication to enable theaccount of that member in the register to be readily found.


Where register to be kept.

191.

-(1) The register of members and index, if any, shall be kept at the registered office of thecompany, but -

(a) if the work of making them up is done at another office of the company in Singapore they maybe kept at that other office; or

(b) if the company arranges with some other person to make up the register and index, if any, onits behalf they may be kept at the office of that other person at which the work is done if thatoffice is in Singapore.

(2) Every company shall, within 14 days after the register and index, if any, are first kept ata place other than the registered office, lodge with the Registrar notice of the place where theregister and index, if any, are kept and shall, within 14 days after any change in the place atwhich the register and index, if any, are kept, lodge with the Registrar notice of the change.


Inspection and closing of register.

192.


-(1) A company may close the register of members or any class of members for one or more periodsnot exceeding 30 days in the aggregate in any calendar year.

(2) The register and index shall be open to the inspection of any member without charge and ofany other person on payment for each inspection of $1 or such less sum as the company requires.

(3) Any member or other person may request the company to furnish him with a copy of theregister, or of any part thereof, but only so far as it relates to names, addresses, number ofshares held and amounts paid on shares, on payment in advance of $1 or such less sum as thecompany requires for every page thereof required to be copied and the company shall cause anycopy so requested by any person to be sent to that person within a period of 21 days or withinsuch further period as the Registrar considers reasonable in the circumstances commencing on theday next after the day on which the request is received by the company.

(4) If any copy so requested is not sent within the period prescribed by subsection (3), thecompany and every officer of the company who is in default shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $400 and also to a default penalty.

Consequences of default by agent.

193.

Where, by virtue of section 191 (1) (b), the register of members is kept at the office of someperson other than the company, and by reason of any default of his the company fails to complywith section 191 (1) or (2) or with section 192 or with any requirements of this Act as to theproduction of the register, that other person shall be liable to the same penalties as if hewere an officer of the company who was in default, and the power of the Court under section 399shall extend to the making of orders against that other person and his officers and employees.

Power of Court to rectify register.

194.

-(1) If -

(a) the name of any person is without sufficient cause entered in or omitted from the register;or

(b) default is made or unnecessary delay takes place in entering in the register the fact of anyperson having ceased to be a member, the person aggrieved or any member or the company may applyto the Court for rectification of the register, and the Court may refuse the application or mayorder rectification of the register and payment by the company of any damages sustained by anyparty to the application.

(2) On any application under subsection (1), the Court may decide -

(a) any question relating to the title of any person who is a party to the application to havehis name entered in or omitted from the register, whether the question arises between members oralleged members or between members or alleged members on the one hand and the company on theother hand; and

(b) generally, any question necessary or expedient to be decided for the rectification of theregister.

(3) The Court when making an order for rectification of the register shall by its order direct anotice of the rectification to be so lodged.


(4) No application for the rectification of a register in respect of an entry which was made inthe register more than 30 years before the date of the application shall be entertained by theCourt.

Limitation of liability of trustee, etc., registered as owner of shares.

195.

-(1) Any trustee, executor or administrator of the estate of any deceased person who wasregistered in a register or branch register kept in Singapore as the holder of a share in anycorporation may become registered as the holder of that share as trustee, executor oradministrator of that estate and shall in respect of that share be subject to the sameliabilities and no more as he would have been subject to if the share had remained registered inthe name of the deceased person.

(2) Any trustee, executor or administrator of the estate of any deceased person who wasbeneficially entitled to a share in any corporation being a share registered in a register orbranch register kept in Singapore may with the consent of the corporation and of the registeredholder of that share become registered as the holder of the share as trustee, executor oradministrator of that estate and shall in respect of the share be subject to the sameliabilities and no more as he would have been subject to if the share had been registered in thename of the deceased person.

(3) Shares in a corporation registered in a register or branch register kept in Singapore andheld by a trustee in respect of a particular trust shall at the request of the trustee be markedin the register or branch register in such a way as to identify them as being held in respect ofthe trust.

(4) Subject to this section, no notice of any trust expressed, implied or constructive shall beentered on a register or branch register or be receivable by the Registrar and no liabilitiesshall be affected by anything done in pursuance of subsection (1), (2) or (3) or pursuant to thelaw of any other place which corresponds to this section and the corporation concerned shall notbe affected with notice of any trust by anything so done.

Branch registers.

196.

-(1) A company having a share capital may cause to be kept in any place outside Singapore abranch register of members which shall be deemed to be part of the company's register ofmembers.

(2) The company shall lodge with the Registrar notice of the situation of the office where anybranch register is kept and of any change in its situation, and if it is discontinued of itsdiscontinuance, and any such notice shall be lodged within one month after the opening of theoffice or of the change or discontinuance, as the case may be.

(3) A branch register shall be kept in the same manner in which the principal register is bythis Act required to be kept.

(4) The company shall transmit to the office at which its principal register is kept a copy ofevery entry in its branch register as soon as possible after the entry is made, and shall causeto be kept at that office duly entered up from time to time a duplicate of its branch register,which shall for all purposes of this Act be deemed to be part of the principal register.


(5) Subject to this section with respect to the duplicate register, the shares registered in abranch register shall be distinguished from the shares registered in the principal register, andno transaction with respect to any shares registered in a branch register shall during thecontinuance of that registration be registered in any other register.

(6) A company may discontinue a branch register and thereupon all entries in that register shallbe transferred to some other branch register kept by the company in the same place or to theprincipal register.

(7) This section shall apply to all companies incorporated in Singapore.

(8) If by virtue of the law in force in any other country any corporation incorporated underthat law keeps in Singapore a branch register of its members, the Minister may by order declarethat the provisions of this Act relating to inspection, place of keeping and rectification ofregisters of members shall, subject to any modifications specified in the order, apply to and inrelation to any such branch register kept in Singapore as they apply to and in relation to theregisters of companies under this Act and thereupon those provisions shall apply accordingly.

(9) If default is made in complying with this section, the company and every officer of thecompany who is in default and every person who, pursuant to section 191, has arranged to make upthe principal register, and who is in default shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $1,000 and also to a default penalty.

Division 5 - Annual return

Division 5 - Annual return

Annual return by a company having a share capital.

197.

-(1) Every company having a share capital shall lodge a return with the Registrar containing theparticulars referred to in the Eighth Schedule and accompanied by such copies of documents asmay be prescribed.

(2) The return under subsection (1) shall be in accordance with the prescribed form or as nearthereto as the circumstances admit.

(3) In the case of a company keeping a branch register, the particulars of the entries in thatregister shall, so far as they relate to matters which are required to be stated in the return,be included in the return made next after copies of those entries are received at the registeredoffice of the company.

(4) The annual return shall be lodged with the Registrar within one month or in the case of acompany keeping pursuant to its articles a branch register in any place outside Singapore withintwo months after the annual general meeting.

(5) A company not having a share capital shall, within one month after each annual generalmeeting of the company, lodge with the Registrar a return which shall be in accordance with theprescribed form or as near thereto as the circumstances admit.


(7) If a company fails to comply with this section, the company and every officer of the companywho is in default shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 and also to a default penalty.


198.


PART VI ACCOUNTS AND AUDIT

Division 1 - Accounts

PART VI ACCOUNTS AND AUDIT

Division 1 - Accounts

Accounting records and systems of control.

199.

-(1) Every company and the directors and managers thereof shall cause to be kept such accountingand other records as will sufficiently explain the transactions and financial position of thecompany and enable true and fair profit and loss accounts and balance-sheets and any documentsrequired to be attached thereto to be prepared from time to time, and shall cause those recordsto be kept in such manner as to enable them to be conveniently and properly audited.

(2) The company shall retain the records referred to in subsection (1) for 7 years after thecompletion of the transactions or operations to which they respectively relate.

(2A) Every public company and every subsidiary of a public company shall devise and maintain asystem of internal accounting controls sufficient to provide a reasonable assurance that -

(a) assets are safeguarded against loss from unauthorised use or disposition; and

(b) transactions are properly authorised and that they are recorded as necessary to permit thepreparation of true and fair profit and loss accounts and balance-sheets and to maintainaccountability of assets.

(3) The records referred to in subsection (1) shall be kept at the registered office of thecompany or at such other place as the directors think fit and shall at all times be open toinspection by the directors.

(4) If accounting and other records are kept by the company at a place outside Singapore thereshall be sent to and kept at a place in Singapore and be at all times open to inspection by thedirectors such statements and returns with respect to the business dealt with in the records sokept as will enable to be prepared true and fair profit and loss accounts and balance-sheets andany documents required to be attached thereto.

(5) The Court may in any particular case order that the accounting and other records of acompany be open to inspection by a public accountant acting for a director, but only upon anundertaking in writing given to the Court that information acquired by the public accountantduring his inspection shall not be disclosed by him except to that director.

(6) If default is made in complying with this section, the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $2,000 or to imprisonment for a term not exceeding 3 months and also to adefault penalty.

As to accounting periods of companies within the same group.

200.

-(1) Subject to subsections (11) and (12), the directors of every holding company that is not aforeign company shall take such steps as are necessary to ensure that -


(a) within two years after 29th December 1967, the financial years of each of its subsidiariescoincide with the financial year of the holding company; and

(b) within two years after any corporation becomes a subsidiary of the holding company, thefinancial year of that corporation coincides with the financial year of the holding company.

(2) Where the financial year of a holding company that is not a foreign company and that of eachof its subsidiaries coincide the directors of the holding company shall at all times take suchsteps as are necessary to ensure that, without the consent of the Registrar, the financial yearof the holding company or any of its subsidiaries is not altered so that all such financialyears do not coincide.

(2A) Notwithstanding subsection (1) or (2), the financial year of a subsidiary which is aforeign company shall end on a date which is -

(a) not later than the financial year of its holding company; and

(b) not earlier than 2 months before the end of the financial year of its holding company, orsuch other earlier date as the Registrar may, on an application in writing by the directors ofthe holding company, approve.

(3) Where the directors of the holding company are of the opinion that there is good reason whythe financial year of any of its subsidiaries should not coincide with the financial year of theholding company the directors may apply in writing to the Registrar for an order authorising anysubsidiary to continue to have or to adopt (as the case requires) a financial year which doesnot coincide with that of the holding company.

(4) The application shall be supported by a statement by the directors of the holding company oftheir reasons for seeking the order.

(5) The Registrar may require the directors who make an application under this section to supplysuch information relating to the operation of the holding company and of any corporation that isdeemed by virtue of section 6 to be related to the holding company as he thinks necessary forthe purpose of determining the application.

(6) The Registrar may at the expense of the holding company of which the applicants aredirectors request any public accountant to investigate and report on the application.

(7) The Registrar may rely upon any report obtained pursuant to subsection (6) from the publicaccountant.

(8) The Registrar may make an order granting or refusing the application or granting theapplication subject to such limitations, terms or conditions as he thinks fit and shall servethe order on the holding company.

(9) Where the applicants are aggrieved by any order made by the Registrar, the applicants maywithin two months after the service of the order upon the holding company appeal against theorder to the Minister.

(10) The Minister shall determine the appeal and in determining the appeal may make any orderthat the Registrar had power to make on the original application and may exercise any of thepowers that the Registrar might have exercised in relation to the original application.


(11) Where the directors of a holding company have applied to the Registrar for an orderauthorising any subsidiary to continue to have a financial year which does not coincide withthat of the holding company, the operation of subsection (1) shall be suspended in relation tothat subsidiary until the determination of the application and of any appeal arising out of theapplication.

(12) Where an order is made authorising any subsidiary to have a financial year which does notcoincide with that of the holding company, compliance with the terms of the order of theRegistrar, or where there has been an appeal, compliance with the terms of any order made on thedetermination of the appeal shall be deemed to be a compliance with subsection (1) in relationto that subsidiary but where an application for such an order and the appeal, if any, arisingout of that application are refused, the time within which the directors of the holding companyare required to comply with subsection (1) in relation to that subsidiary shall be deemed to bethe period of 12 months after the date upon which the order of the Registrar is served on theholding company or the period of 12 months after the determination of the appeal, as the casemay be.

(13) Where the directors of a holding company have applied to the Registrar for an orderauthorising any of its subsidiaries to continue to have or to adopt a financial year which doesnot coincide with that of the holding company and the application and the appeal, if any,arising out of that application, have been refused, the directors of the holding company shallnot make a similar application with respect to that subsidiary within 3 years after the refusalof the application or where there is an appeal after the determination of that appeal unless theRegistrar is satisfied that there has been a substantial change in the relevant facts orcircumstances since the refusal of the former application or the determination of the appeal, asthe case may be.

Accounting Standards

200A.

-(1) There shall be established a body (referred to in this section as the Accounting StandardsCommittee) which shall be responsible for -

(a) prescribing by way of regulations and with the Minister's approval, statements of standardaccounting practice applicable to companies to be referred to as the Accounting Standards; and

(b) carrying out such duties as the Minister may prescribe from time to time.

(2) The Accounting Standards Committee shall consist of such persons as the Minister may appointand may be known by such other name as the Minister may determine.

(3) The Accounting Standards Committee may from time to time issue practice directions on theinterpretation of the Accounting Standards and on matters relating to them and their use inSingapore.

(4) Regulations made under this section may contain such transitional and other supplementaryand incidental provisions as appear to the Accounting Standards Committee to be appropriate.

(5) The Minister may, from time to time, give such directions to the Accounting StandardsCommittee as he considers fit on any matter within the purview of the Committee, and theCommittee shall comply with such direction.

Accounts, consolidated accounts and directors' report.


201.

-(1) The directors of every company shall, at a date not later than 18 months after theincorporation of the company and subsequently at least once in every calendar year at intervalsof not more than 15 months, lay before the company at its annual general meeting a profit andloss account for the period since the preceding account (or in the case of the first account,since the incorporation of the company) made up to a date -

(a) in the case of a public company listed or quoted on a securities exchange in Singapore, notmore than 4 months before the date of the meeting;

(b) in the case of any other company, not more than 6 months before the date of the meeting.

(1A) Subject to subsections (14) to (14C), the profit and loss account referred to in subsection(1) shall comply with the requirements of the Accounting Standards, and give a true and fairview of the profit and loss of the company for the period of accounting as shown in theaccounting and other records of the company.

(1B) The Minister may, by order published in the Gazette, specify such other period insubstitution of the period referred to in subsection (1) (a) or (b).

(2) Notwithstanding subsection (1), the Registrar on application by the company, if for anyspecial reason he thinks fit to do so, may extend the periods of 18 months and 15 monthsreferred to in that subsection and with respect to any year extend the period referred to insubsection (1) (a) or (b), notwithstanding that that period is so extended beyond the calendaryear.

(3) Subject to subsections (14) to (14C), the directors of every company shall cause to be madeout, and to be laid before the company at its annual general meeting with the profit and lossaccount required by subsection (1) a balance-sheet as at the date to which the profit and lossaccount is made up being a balance-sheet that complies with the requirements of the AccountingStandards, and gives a true and fair view of the state of affairs of the company as at the endof the period to which it relates.

(3A) Subject to subsections (14) to (14C), the directors of a company that is a holding companyat the end of its financial year need not comply with subsections (1) and (3) but must cause tobe made out and laid before the company at its annual general meeting -

(a) consolidated accounts dealing with the profit or loss and the state of affairs of thecompany and its subsidiaries for the period beginning from the date the preceding accounts weremade up to (or, in the case of first accounts, since the incorporation of the company) andending on a date -

(i) in a case where the holding company is a public company listed or quoted on a stock exchangein Singapore, not more than 4 months before the date of the meeting; or

(ii) in any other case, not more than 6 months before the date of the meeting; and

(b) a balance-sheet dealing with the state of affairs of the holding company at the end of itsfinancial year, each of which complies with the requirements of the Accounting Standards andgives a true and fair view of the matters referred to in paragraph (a) or (b), as the case maybe, so far as it concerns members of the holding company.

(3B) Subsections (1B) and (2) shall, with the necessary modifications, apply to the periodsreferred to in subsection (3A) (a) (i) and (ii) as they apply to the periods referred to in


subsection (1) (a) and (b).

(3BA) Subsection (3A) does not apply to any company in relation to which consolidated accountsare not required under the Accounting Standards, and, for the avoidance of doubt, subsections(1) and (3) shall apply to that company.

(3C) The directors shall (before the profit and loss account and balance-sheet referred to insubsections (1), (3) and (3A) (b) are made out) take reasonable steps -

(a) to ascertain what action has been taken in relation to the writing off of bad debts and themaking of provisions for doubtful debts and to cause all known bad debts to be written off andadequate provision to be made for doubtful debts;

(b) to ascertain whether any current assets (other than current assets to which paragraph (a)applies) are unlikely to realise in the ordinary course of business their value as shown in theaccounting records of the company and, if so, to cause -

(i) those assets to be written down to an amount which they might be expected so to realise; or

(ii) adequate provision to be made for the difference between the amount of the value as soshown and the amount that they might be expected so to realise; and

(c) to ascertain whether any non-current asset is shown in the books of the company at an amountwhich, having regard to its value to the company as a going concern, exceeds the amount whichwould be recoverable over its useful life or on its disposal and (unless adequate provision forwriting down that asset is made) to cause to be included in the accounts such information andexplanations as will prevent the accounts from being misleading by reason of the overstatementof the amount of that asset.

(4) The accounts referred to in subsection (4B) shall be duly audited before they are laidbefore the company at its annual general meeting as required by this section, and the auditor'sreport required by section 207 shall be attached to or endorsed upon those accounts.

(4A) The directors of the company shall take reasonable steps to ensure that the accountsreferred to in subsection (4B) are audited as required by this Part not less than 14 days beforethe annual general meeting of the company and shall cause to be attached to those accounts theauditor's report that is furnished to the directors under section 207(1A).

(4B) In subsections (4) and (4A), "accounts", in relation to a company, means -

(a) if the company is not one to which subsection (3A) applies, the profit and loss account andbalance-sheet of the company required to be laid before the company at its annual generalmeeting under subsections (1) and (3); or

(b) if the company is one to which subsection (3A) applies, the consolidated accounts of thecompany and its subsidiaries, and the balance-sheet of the company required to be laid beforethe company at its annual general meeting under subsection (3A).

(5) The directors of a company shall cause to be attached to every balance-sheet made out undersubsection (3) or (3A) (b) a report made in accordance with a resolution of the directors andsigned by not less than two of the directors with respect to the profit or loss of the companyfor the financial year and the state of the company's affairs as at the end of the financialyear.


(6) The report to which subsection (5) relates shall state with appropriate details -

(a) the names of the directors in office at the date of the report;




(e) Deleted by Act 12/2002, wef 01/01/2003.

(f) whether at the end of that financial year, there subsist arrangements to which the companyis a party, being arrangements whose objects are, or one of whose objects is, to enabledirectors of the company to acquire benefits by means of the acquisition of shares in, ordebentures of, the company or any other body corporate, or there have, at any time in that year,subsisted such arrangements as aforesaid to which the company was a party, and if so the reportshall contain a statement explaining the effect of the arrangements and giving the names of thepersons who at any time in that year were directors of the company and held, or whose nomineesheld, shares or debentures acquired in pursuance of the arrangements; and

(g) as respects each person who, at the end of the financial year, was a director of thecompany, whether or not (according to the register kept by the company for the purposes ofsection 164 relating to the obligation of a director of a company to notify it of his interestsin shares in, or debentures of, the company and of every other body corporate, being thecompany's subsidiary or holding company or a subsidiary of the company's holding company) hewas, at the end of that year, interested in shares in, or debentures of, the company or anyother such body corporate and, if he was, the number and amount of shares in, and debentures of,each body (specifying it) in which, according to that register, he was then interested andwhether or not, according to that register, he was, at the beginning of that year (or, if he wasnot then a director, when he became a director), interested in shares in, or debentures of, thecompany or any other such body corporate and, if he was, the number and amount of shares in, anddebentures of, each body (specifying it) in which, according to that register, he was interestedat the beginning of that year or, as the case may be, when he became a director.

(h) Deleted by Act 12/2002, wef 01/01/2003.

(i) Deleted by Act 12/2002, wef 01/01/2003.

(j) Deleted by Act 12/2002, wef 01/01/2003.

(k) Deleted by Act 12/2002, wef 01/01/2003.

(l) Deleted by Act 12/2002, wef 01/01/2003.

(m) Deleted by Act 12/2002, wef 01/01/2003.

(n) Deleted by Act 12/2002, wef 01/01/2003.

(o) Deleted by Act 12/2002, wef 01/01/2003.

(p) Deleted by Act 12/2002, wef 01/01/2003.

(q) Deleted by Act 12/2002, wef 01/01/2003.


(6A) The directors of a holding company shall cause to be attached to all consolidated accountsmade out under subsection (3A), a report made, in accordance with a resolution of the directors,and signed by not less than two of them with respect to the profit or loss, and the state ofaffairs, of the group of companies of the holding company as at the end of the financial year ofthe holding company, stating -

(a) the names of the directors of the holding company in office at the date of the report;




(e) Deleted by Act 12/2002, wef 01/01/2003.

(f) Deleted by Act 12/2002, wef 01/01/2003.

(g) whether at the end of that financial year, there subsist arrangements to which the holdingcompany is a party, being arrangements whose objects are, or one of whose objects is, to enabledirectors of the holding company to acquire benefits by means of the acquisition of shares in,or debentures of, the company or any other body corporate, or there have, at any time in thatyear, subsisted such arrangements as aforesaid to which the holding company was a party, and ifso the report shall contain a statement explaining the effect of the arrangements and giving thenames of the persons who at any time in that year were directors of the holding company andheld, or whose nominees held, shares or debentures acquired in pursuance of the arrangements;and

(h) as respects each person who, at the end of the financial year, was a director of the holdingcompany, whether or not (according to the register kept by the company for the purposes ofsection 164 relating to the obligation of a director of a company to notify it of his interestsin shares in, or debentures of, the company and of every other body corporate, being thecompany's subsidiary or holding company or a subsidiary of the company's holding company) hewas, at the end of that year, interested in shares in, or debentures of, the holding company orany other such body corporate and, if he was, the number and amount of shares in, and debenturesof, each body (specifying it) in which, according to that register, he was then interested andwhether or not, according to that register, he was, at the beginning of that year (or, if he wasnot then a director, when he became a director), interested in shares in, or debentures of, theholding company or any other such body corporate and, if he was, the number and amount of sharesin, and debentures of, each body (specifying it) in which, according to that register, he wasinterested at the beginning of that year or, as the case may be, when he became a director.

(i) Deleted by Act 12/2002, wef 01/01/2003.

(j) Deleted by Act 12/2002, wef 01/01/2003.

(k) Deleted by Act 12/2002, wef 01/01/2003.

(l) Deleted by Act 12/2002, wef 01/01/2003.

(m) Deleted by Act 12/2002, wef 01/01/2003.

(n) Deleted by Act 12/2002, wef 01/01/2003.


(o) Deleted by Act 12/2002, wef 01/01/2003.

(p) Deleted by Act 12/2002, wef 01/01/2003.

(q) Deleted by Act 12/2002, wef 01/01/2003.

(r) Deleted by Act 12/2002, wef 01/01/2003.


(7) The reports referred to in subsections (5) and (6A) shall also contain such additionalinformation as the Minister may prescribe, being information which the Minister considersnecessary to facilitate an understanding by members of the company or holding company, as thecase may be, of the business of the company or group of companies of the holding company, as thecase may be.

(7A) For the avoidance of doubt, the additional information referred to in subsection (7) neednot relate to the profit or loss or the state of affairs of the company or group of companies ofthe holding company referred to in subsection (5) or (6A).

(8) The directors of a company shall state in the report whether since the end of the previousfinancial year a director of the company has received or become entitled to receive a benefit(other than a benefit included in the aggregate amount of emoluments received or due andreceivable by the directors shown in the accounts or, if the company is a holding company, theconsolidated accounts in accordance with the Accounting Standards or the fixed salary of a full-time employee of the company) by reason of a contract made by the company or a relatedcorporation with the director or with a firm of which he is a member, or with a company in whichhe has a substantial financial interest and, if so, the general nature of the benefit.

(9) Every statement, report or other document relating to the affairs of a company or any of itssubsidiaries attached to, or included with, a report of the directors laid before the company atits general meeting or sent to the members under section 203 (not being a statement, report ordocument required by this Act to be laid before the company in general meeting) shall, for thepurposes of section 401 be deemed to be part of that last-mentioned report.

(10) Where at the end of a financial year a company is the subsidiary of another corporation,the directors of the company shall state in, or in a note as a statement annexed to, the companyaccounts laid before the company at its annual general meeting the name of the corporation whichis its ultimate holding company.

(11) Where any option has been granted by a company, other than a holding company for whichconsolidated accounts are required during the period covered by the profit and loss account totake up unissued shares of a company the report required by subsection (5) shall state -

(a) (Deleted by Act 22/93).

(b) the number and class of shares in respect of which the option has been granted;

(c) the date of expiration of the option;

(d) the basis upon which the option may be exercised; and

(e) whether the person to whom the option has been granted has any right to participate by


virtue of the option in any share issue of any other company.

(11A) Where any of the particulars required by subsection (11) have been stated in a previousreport they may be stated by reference to that report.

(11B) Where a holding company or any of its subsidiaries has at any time granted to a person anoption to have shares issued to him in the company or subsidiary the directors of the holdingcompany shall state in the report made under subsection (6A) the name of the corporation inrespect of the shares in which the option was granted and the other particulars required undersubsections (11) and (12).

(12) Each report required by subsections (5) and (6A) shall specify -

(a) particulars of shares issued during the period to which the report relates by virtue of theexercise of options to take up unissued shares of the company, whether granted before or duringthat period;

(b) the number and class of unissued shares of the company under option as at the end of thatperiod, the price, or method of fixing the price, of issue of those shares, the date ofexpiration of the option and the rights, if any, of the persons to whom the options have beengranted to participate by virtue of the options in any share issue of any other company.


(14) The accounts or consolidated accounts of a company need not comply with any requirement ofthe Accounting Standards for the purposes of subsection (1), (3) or (3A), if the company hasobtained the approval of the Registrar to such non-compliance.

(14A) Where accounts or consolidated accounts prepared in accordance with any requirement of theAccounting Standards for the purposes of subsection (1), (3) or (3A) would not give a true andfair view of any matter required by this section to be dealt with in the accounts orconsolidated accounts, the accounts or consolidated accounts need not comply with thatrequirement to the extent that this is necessary for them to give a true and fair view of thematter.

(14B) In the event of any non-compliance with a requirement of the Accounting Standards referredto in subsection (14A), there shall be included in the accounts or consolidated accounts, as thecase may be -

(a) a statement by the auditor of the company that he agrees that such non-compliance isnecessary for the accounts or consolidated accounts, as the case may be, to give a true and fairview of the matter concerned;

(b) particulars of the departure, the reason therefor and its effect, if any; and

(c) such further information and explanations as will give a true and fair view of that matter.

(14C) The Minister may, by order published in the Gazette, in respect of companies of aspecified class or description, substitute other accounting standards for the AccountingStandards, and the provisions of this section and sections 207 and 209A shall apply accordinglyin respect of such companies.

(15) Every balance-sheet and profit and loss account laid before a company in general meeting(including any consolidated balance-sheet and consolidated profit and loss account annexed to


the balance-sheet of a holding company) shall be accompanied, before the auditor reports on theaccounts under this Part, by a statement signed on behalf of the directors by two directors ofthe company, stating whether in their opinion -

(a) the profit and loss account and, where applicable, the consolidated profit and loss account,is or are drawn up so as to give a true and fair view of the results of the business of thecompany and, if applicable, of all the companies the accounts of which are dealt with in theconsolidated profit and loss account for the period covered by the account or accounts;

(b) the balance-sheet and, where applicable, the consolidated balance-sheet, is or are drawn upso as to exhibit a true and fair view of the state of affairs of the company and, if applicable,of all the companies the affairs of which are dealt with in the consolidated balance-sheet as atthe end of that period; and

(c) at the date of the statement there are reasonable grounds to believe that the company willbe able to pay its debts as and when they fall due.


(17) Any document (other than a balance-sheet prepared in accordance with this Act) oradvertisement published, issued or circulated by or on behalf of a company (other than a bankingcorporation) shall not contain any direct or indirect representation that the company has anyreserve unless the representation is accompanied -

(a) if the reserve is invested outside the business of the company - by a statement showing themanner in which and the security upon which it is invested; or

(b) if the reserve is being used in the business of the company - by a statement to the effectthat the reserve is being so used.

(18) To the extent that any company registered under the Insurance Act (Cap. 142) is required toprepare balance-sheets, revenue accounts and profit and loss accounts in the form prescribed bythat Act, the company shall be deemed to have complied with the requirements of this section(other than subsections (1) to (3C)) if its -

(a) balance-sheet; and

(b) profit and loss account or (if it is a holding company) consolidated accounts, are preparedin accordance with that Act.

(19) The provisions of this Act relating to the form and content of the report of the directorsand the annual balance-sheet and profit and loss account shall apply to a banking corporationwith such modifications and exceptions as are determined either generally or in any particularcase by the Monetary Authority of Singapore established under section 3 of the MonetaryAuthority of Singapore Act.

201A.


Audit committees.

201B.

-(1) Every listed company shall have an audit committee.


(2) An audit committee shall be appointed by the directors from among their number (pursuant toa resolution of the board of directors) and shall be composed of 3 or more members of whom amajority shall not be -

(a) executive directors of the company or any related corporation;

(b) a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of anexecutive director of the company or of any related corporation; or

(c) any person having a relationship which, in the opinion of the board of directors, wouldinterfere with the exercise of independent judgment in carrying out the functions of an auditcommittee.

(3) The members of an audit committee shall elect a chairman from among their number who is notan executive director or employee of the company or any related corporation.

(4) If a member of an audit committee resigns, dies or for any other reason ceases to be amember with the result that the number of members is reduced below 3, the board of directorsshall, within 3 months of that event, appoint such number of new members as may be required tomake up the minimum number of 3 members.

(5) The functions of an audit committee shall be -

(a) to review -

(i) with the auditor, the audit plan;

(ii) with the auditor, his evaluation of the system of internal accounting controls;

(iii) with the auditor, his audit report;

(iv) the assistance given by the company's officers to the auditor;

(v) the scope and results of the internal audit procedures; and

(vi) the balance-sheet and profit and loss account of the company and, if it is a holdingcompany, the consolidated balance-sheet and profit and loss account, submitted to it by thecompany or the holding company, and thereafter to submit them to the directors of the company orthe holding company; and

(b) to nominate a person or persons as auditor, notwithstanding anything contained in thearticles or under section 205, together with such other functions as may be agreed to by theaudit committee and the board of directors.

(6) The auditor has the right to appear and be heard at any meeting of the audit committee andshall appear before the committee when required to do so by the committee.

(7) Upon the request of the auditor, the chairman of the audit committee shall convene a meetingof the committee to consider any matters the auditor believes should be brought to the attentionof the directors or shareholders.

(8) Each audit committee may regulate its own procedure and in particular the calling ofmeetings, the notice to be given of such meetings, the voting and proceedings thereat, thekeeping of minutes and the custody, production and inspection of such minutes.


(9) Where the directors of a company or of a holding company are required to make a report undersection 201 (5) or section 201 (6A) and the company is a listed company, the directors shalldescribe in the report the nature and extent of the functions performed by the audit committeepursuant to subsection (5).

(10) In this section, "listed company" means a company that is incorporated in Singapore and hasbeen admitted to the official list of a securities exchange in Singapore and has not beenremoved from the official list.

(11) Any reference in this section to a director who is not an executive director of a companyis a reference to a director who is not an employee of, and does not hold any other office ofprofit in, the company or in any related corporation of that company in conjunction with hisoffice of director and his membership of any audit committee, and any reference to an executivedirector shall be read accordingly.

Directors need not lay accounts before company if resolution under section 175A in force

201C.

Subject to section 203 (1), while a resolution by a private company under section 175A is inforce -

(a) the directors of the company need not comply with the requirement in section 201 to laybefore the company at its annual general meeting accounts or consolidated accounts of thecompany; and

(b) the reference in section 207 (1) to accounts required to be laid before the company ingeneral meeting shall be read as a reference to the documents required to be sent to personsentitled to receive notice of general meetings of the company under section 203 (1).

Relief from requirements as to form and content of accounts and reports.

202.

-(1) The directors of a company may apply to the Registrar in writing for an order relievingthem from any requirement of this Act relating to the form and content of accounts orconsolidated accounts (other than a requirement of the Accounting Standards) or to the form andcontent of the report required by section201.

(6) and (6A) and the Registrar may make such an order either unconditionally or on conditionthat the directors comply with such other requirements relating to the form and content of theaccounts or consolidated accounts or report as the Registrar thinks fit to impose.

(2) The Registrar may, where he considers it appropriate, make an order in respect of aspecified class of companies relieving the directors of a company in that class from compliancewith any specified requirements of this Act relating to the form and content of accounts orconsolidated accounts (other than a requirement of the Accounting Standards) or to the form andcontent of the report required by section 201 (6) and (6A) and the order may be made eitherunconditionally or on condition that the directors of the company comply with such otherrequirements relating to the form and content of accounts or consolidated accounts or report asthe Registrar thinks fit to impose.

(3) The Registrar shall not make an order under the sub-section (1) unless he is of the opinionthat compliance with the requirements of this Act would render the accounts or consolidatedaccounts or report, as the case may be, misleading or inappropriate to the circumstances of the


company or would impose unreasonable burdens on the company or any officer of the company.

(4) The Registrar may make an order under sub-section (1) which may be limited to a specificperiod and may from time to time either on application by the directors or without any suchapplication (in which case the Registrar shall give to the directors an opportunity of beingheard) revoke or suspend the operation of any such order.

Members of company entitled to balance-sheet, etc.

203.

-(1) A copy of every profit and loss account and balance-sheet of a company or, in the case of aholding company, a copy of the consolidated accounts and balance-sheet (including every documentrequired by law to be attached thereto), which is duly audited and which (or which, but forsection 201C) is to be laid before the company in general meeting accompanied by a copy of theauditor's report thereon shall -

(a) not less than 14 days before the date of the meeting; or

(b) if a resolution under section 175A is in force, not less than 28 days before the end of theperiod allowed for the laying of those documents, be sent to all persons entitled to receivenotice of general meetings of the company.

(2) Any member of a company (whether he is or is not entitled to have sent to him copies of theprofit and loss accounts and balance-sheets, or consolidated accounts and balance-sheet) to whomcopies have not been sent and any holder of a debenture shall, on a request being made by him tothe company, be furnished by the company without charge with a copy of the last profit and lossaccount and balance-sheet of the company, or a copy of the consolidated accounts and balance-sheet, as the case may be (including every document required by this Act to be attached thereto)together with a copy of the auditor's report thereon.

(3) If default is made in complying with subsection (1) or (2), the company and every officer ofthe company who is in default shall, unless it is proved that the member or holder of adebenture in question has already made a request for and been furnished with a copy of theaccounts or consolidated accounts and all documents referred to in subsection (1) or (2), beguilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and alsoto a default penalty.

(4) In a case referred to in subsection (1) (b), any member or auditor of the company may, bynotice to the company not later than 28 days from the day on which the documents referred to insubsection (1) were sent out, require that a general meeting be held for the purpose of layingthose documents before the company.

(5) Section 175A (5) shall apply, with the necessary modifications, to the giving of a noticeunder subsection (4).

(6) The directors of the company shall, within 21 days from the date of giving of the noticereferred to in subsection (4), convene a meeting for the purpose referred to in that subsection.

(7) If default is made in convening the meeting under subsection (6) -

(a) each director in default shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $5,000; and

(b) the Court may, on application of the member or auditor, order a general meeting to be


called.

Provision of summary financial statement to shareholders.

203A.

-(1) Notwithstanding section 203 and anything in its memorandum or articles of association, alisted public company may, in such cases as may be specified by regulations and provided all theconditions so specified are complied with, send a summary financial statement instead of copiesof the documents referred to in section 203 (1) to members of the company.

(2) Where a public company sends to its members a summary financial statement under subsection(1), any member of the company and any holder of a debenture entitled to be furnished by thecompany with a copy of the documents referred to in section 203 (2) may instead request for asummary financial statement.

(3) A summary financial statement need not be sent to any member of the company who does notwish to receive the statement.

(4) Copies of the documents referred to in section 203 (1) shall be sent to any member of thecompany who wishes to receive them.

(5) The summary financial statement shall be derived from the company's annual accounts and thedirectors' report and shall be in such form and contain such information as may be specified byregulations.

(6) Every summary financial statement shall -

(a) state that it is only a summary of information in the company's annual accounts anddirectors' report; and

(b) contain a statement by the company's auditors of their opinion as to whether the summaryfinancial statement is consistent with the accounts and the report and complies with therequirements of this section and any regulations made under subsection (9).

(7) If default is made in complying with this section or any regulations made under subsection(9), the company and every officer of the company who is in default shall be guilty of anoffence and shall be liable on conviction to a fine not exceeding $5,000 and also to a defaultpenalty.

(8) For the purpose of subsection (1), "listed" means has been admitted to the official list ofa securities exchange in Singapore and has not been removed from that list.

(9) The Minister may make regulations to give effect to this section, including making provisionas to the manner in which it is to be ascertained whether a member of the company wishes toreceive copies of the documents referred to in section 203 (1) or does not wish to receive thesummary financial statement under this section.

Penalty.

204.

-(1) If any director of a company fails to comply with section 201 (1A), (3), (3A) or (15), heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(1A) If any director of a company -


(a) fails to comply with any provision of this Division (other than section 201 (1A), (3), (3A)and (15));

(b) fails to take all reasonable steps to secure compliance by the company with any suchprovision; or

(c) has by his own wilful act been the cause of any default by the company of any suchprovision, he shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $10,000 or to imprisonment for a term not exceeding 2 years.

(2) In any proceedings against a person for failure to take all reasonable steps to comply with,or to secure compliance with, the preceding provisions of this Division relating to the form andcontent to the accounts of a company or consolidated accounts of a holding company by reason ofan omission from the accounts or consolidated accounts, it is a defence to prove that theomission was not intentional and that the information omitted was immaterial and did not affectthe giving of a true and fair view of the matters required by section 201 to be dealt with inthe accounts or consolidated accounts, as the case may be.

(3) If an offence under this section is committed with intent to defraud creditors of thecompany or creditors of any other person or for a fraudulent purpose, the offender shall beliable on conviction -

(a) in the case of an offence under subsection (1), to a fine not exceeding $100,000 or toimprisonment for a term not exceeding 3 years or to both; or

(b) in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or toimprisonment for a term not exceeding 3 years or to both.

(4) A person shall not be sentenced to imprisonment for any offence under this section unless inthe opinion of the Court dealing with the case the offence was committed wilfully.

Division 2 - Audit

Division 2 - Audit

Appointment and remuneration of auditors.

205.

-(1) The directors of a company shall, within 3 months after incorporation of the company,appoint a person or persons to be the auditor or auditors of the company, and any auditor orauditors so appointed shall, subject to this section, hold office until the conclusion of thefirst annual general meeting.

(2) A company shall at each annual general meeting of the company appoint a person or persons tobe the auditor or auditors of the company, and any auditor or auditors so appointed shall,subject to this section, hold office until the conclusion of the next annual general meeting ofthe company.

(3) Subject to subsections (7) and (8), the directors of a company may appoint a publicaccountant to fill any casual vacancy in the office of auditor of the company, but while such avacancy continues the surviving or continuing auditor or auditors, if any, may act.

(4) An auditor of a company may be removed from office by resolution of the company at a generalmeeting of which special notice has been given, but not otherwise.


(5) Where special notice of a resolution to remove an auditor is received by a company -

(a) it shall forthwith send a copy of the notice to the auditor concerned and to the Registrar;and

(b) the auditor may, within 7 days after the receipt by him of the copy of the notice, makerepresentations in writing to the company (not exceeding a reasonable length) and request that,prior to the meeting at which the resolution is to be considered, a copy of the representationsbe sent by the company to every member of the company to whom notice of the meeting is sent.

(6) Unless the Registrar on the application of the company otherwise orders, the company shallsend a copy of the representations as so requested and the auditor may, without prejudice to hisright to be heard orally, require that the representations be read out at the meeting.

(7) Where an auditor of a company is removed from office in pursuance of subsection (4) at ageneral meeting of the company -

(a) the company may, at the meeting, by a resolution passed by a majority of not less thanthree-fourths of such members of the company as being entitled to do so vote in person or, whereproxies are allowed, by proxy forthwith appoint another person nominated at the meeting asauditor; or

(b) the meeting may be adjourned to a date not earlier than 20 days and not later than 30 daysafter the meeting and the company may, by ordinary resolution, appoint another person asauditor, being a person notice of whose nomination as auditor has, at least 10 days before theresumption of the adjourned meeting, been received by the company.

(8) A company shall, forthwith after the removal of an auditor from office in pursuance ofsubsection (4), give notice in writing of the removal to the Registrar and, if the company doesnot appoint another auditor under subsection (7), the Registrar shall appoint an auditor.

(9) An auditor appointed in pursuance of subsection (7) or (8) shall, subject to this section,hold office until the conclusion of the next annual general meeting of the company.

(10) If the directors do not appoint an auditor or auditors as required by this section, theRegistrar may on the application in writing of any member of the company make the appointment.

(11) Subject to subsection (7), a person shall not be capable of being appointed auditor of acompany at an annual general meeting unless he held office as auditor of the company immediatelybefore the meeting or notice of his nomination as auditor was given to the company by a memberof the company not less than 21 days before the meeting.

(12) Where notice of nomination of a person as an auditor of a company is received by thecompany whether for appointment at an adjourned meeting under subsection (7) or at an annualgeneral meeting, the company shall, not less than 7 days before the adjourned meeting or theannual general meeting, send a copy of the notice to the person nominated, to each auditor, ifany, of the company and to each person entitled to receive notice of general meetings of thecompany.

(12A) Where a resolution under section 175A is in force and the auditor or auditors of thecompany is or are to be appointed by a resolution by written means under section 184A by virtueof section 175A (10), references in subsections (11) and (12) to the date of an annual generalmeeting shall be read as references to the time -


(a) agreement to that resolution is sought in accordance with section 184C; or

(b) documents referred to in section 183 (3A) in respect of the resolution are served or madeaccessible in accordance with section 183 (3A), as the case may be.

(13) If, after notice of nomination of a person as an auditor of a company has been given to thecompany, the annual general meeting of the company is called for a date 21 days or less afterthe notice has been given, subsection (11) shall not apply in relation to the person and, if theannual general meeting is called for a date not more than 7 days after the notice has been givenand a copy of the notice is, at the time notice of the meeting is given, sent to each person towhom, under subsection (12), it is required to be sent, the company shall be deemed to havecomplied with that subsection in relation to the notice.

(14) An auditor of a company may resign -

(a) if he is not the sole auditor of the company; or

(b) at a general meeting of the company, but not otherwise.

(15) If an auditor gives notice in writing to the directors of the company that he desires toresign, the directors shall call a general meeting of the company as soon as is practicable forthe purpose of appointing an auditor in place of the auditor who desires to resign and on theappointment of another auditor the resignation shall take effect.

(16) The fees and expenses of an auditor of a company -

(a) in the case of an auditor appointed by the company at a general meeting - shall be fixed bythe company in general meeting or, if so authorised by the members at the last preceding annualgeneral meeting, by the directors; and

(b) in the case of an auditor appointed by the directors or by the Registrar - may be fixed bythe directors or by the Registrar, as the case may be, and, if not so fixed, shall be fixed asprovided in paragraph (a) as if the auditor had been appointed by the company.

(17) If default is made in complying with this section, the company and every director of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000.

Certain companies exempt from obligation to appoint auditors

205A.

-(1) Notwithstanding section 205, a company which is exempt from audit requirements undersection 205B or 205C, and its directors shall be exempt from section 205 (1) or (2), as the casemay be.

(2) Where a company ceases to be so exempt, the company shall appoint a person or persons to beauditor or auditors of the company at any time before the next annual general meeting; and theauditors so appointed shall hold office until the conclusion of that meeting.

(3) If default is made in complying with subsection (2), the company and every director of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000.

Dormant company exempt from audit requirements


205B. -(1) A company shall be exempt from audit requirements if -

(a) it has been dormant from the time of its formation; or

(b) it has been dormant since the end of the previous financial year.

(2) A company is dormant during a period in which no accounting transaction occurs; and thecompany ceases to be dormant on the occurrence of such a transaction.

(3) For the purpose of subsection (2), there shall be disregarded transactions of a companyarising from any of the following:

(a) the taking of shares in the company by a subscriber to the memorandum in pursuance of anundertaking of his in the memorandum;

(b) the appointment of a secretary of the company under section 171;

(c) the appointment of an auditor under section 205;

(d) the maintenance of a registered office under sections 142, 143 and 144;

(e) the keeping of registers and books under sections 88, 131, 173, 189 and 191;

(f) the payment of any fee specified in the Second Schedule or an amount of any fine or defaultpenalty paid to the Registrar under section 409 (4);

(g) such other matter as may be prescribed.

(4) Where a company is, at the end of a financial year, exempt from audit requirements undersubsection (1) -

(a) the copies of the profit and loss accounts and balance-sheet, or consolidated accounts andbalance-sheet of the company to be sent under section 203 need not be audited;

(b) section 203 has effect with the omission of any reference to the auditor"s report or a copyof the report;

(c) copies of an auditor's report need not be laid before the company in a general meeting; and

(d) the annual return of the company to be lodged with the Registrar shall be accompanied by astatement by the directors -

(i) that the company is a company referred to in subsection (1) (a) or (b) as at the end of thefinancial year;

(ii) that no notice has been received under subsection (6) in relation to that financial year;and

(iii) as to whether the accounting and other records required by this Act to be kept by thecompany have been kept in accordance with section 199.

(5) Where a company which is exempt from audit requirements under subsection (1) ceases to bedormant, it shall thereupon cease to be so exempt; but it shall remain so exempt in relation to


accounts for the financial year in which it was dormant throughout.

(6) Any member or members holding not less than 5% of the total number of issued shares of thecompany (excluding treasury shares) or any class of those shares (excluding treasury shares), ornot less than 5% of the total number of members of the company (excluding the company itself ifit is registered as a member) may, by notice in writing to the company during a financial yearbut not later than one month before the end of that year, require the company to obtain an auditof its accounts for that year.

(7) Where a notice is given under subsection (6), the company is not entitled to the exemptionunder subsection (1) in respect of the financial year to which the notice relates.

(8) In this section, "accounting transaction" means a transaction the accounting or other recordof which is required to be kept under section 199 (1).

Exempt private company exempt from audit requirements

205C.

-(1) An exempt private company shall be exempt from audit requirements in respect of a financialyear if its revenue in that year does not exceed the prescribed amount.

(2) For a period which is an exempt private company's financial year but is less than 12calendar months, the prescribed amount shall be proportionately adjusted.

(3) Section 205B (4), (6) and (7) shall apply, with the necessary modifications, to an exemptprivate company so exempt.


"prescribed amount" means the amount prescribed by the Minister for the purposes of thissection;

"revenue" has the meaning given to that word in the Accounting Standards, subject to suchmodifications as the Minister may prescribe.

Registrar may require company exempt from audit requirements to lodge audited accounts

205D.

Notwithstanding sections 205B and 205C, the Registrar may, if he is satisfied that there hasbeen a breach of any provision of section 199 or 201 or that it is otherwise in the publicinterest to do so, by notice in writing to a company exempt under either of those sections,require that company to lodge with him, within such time as may be specified in that notice -

(a) its accounts duly audited by the auditor or auditors of the company or, where none has beenappointed, an auditor or auditors to be appointed by the directors of the company for thispurpose; and

(b) an auditor's report referred to in section 207 in relation to those accounts prepared by theauditor or auditors of the company.

Auditors' remuneration.

206.

-(1) If a company is served with a notice sent by or on behalf of -


(a) at least 5% of the total number of members of the company; or

(b) the holders in aggregate of not less than 5% of the total number of issued shares of thecompany (excluding treasury shares), requiring particulars of all emoluments paid to orreceivable by the auditor of the company or any person who is a partner or employer or employeeof the auditor, by or from the company or any subsidiary in respect of services other thanauditing services rendered to the company, the company shall forthwith -

(c) prepare or cause to be prepared a statement showing particulars of all emoluments paid tothe auditor or other person and of the services in respect of which the payments have been madefor the financial year immediately preceding the service of such notice;

(d) forward a copy of the statement to all persons entitled to receive notice of generalmeetings of the company; and

(e) lay such statement before the company in general meeting.

(1A) Without prejudice to subsection (1), a public company shall, under prescribedcircumstances, undertake a review of the fees, expenses and emoluments of its auditor todetermine whether the independence of the auditor has been compromised, and the outcome of thereview shall be sent to all persons entitled to receive notice of general meetings of thecompany.

(2) If default is made in complying with this section, the company and every director of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $5,000.

Powers and duties of auditors as to reports on accounts.

207.

-(1) An auditor of a company shall report to the members on the accounts required to be laidbefore the company in general meeting and on the company's accounting and other records relatingto those accounts and if it is a holding company for which consolidated accounts are preparedshall also report to the members on the consolidated accounts.

(1A) A report by an auditor of a company under subsection (1) shall be furnished by the auditorto the directors of the company in sufficient time to enable the company to comply with therequirements of section 203 (1) in relation to that report but no offence shall be committed byan auditor under this subsection if the directors have not submitted the accounts for audit asrequired under this Part in sufficient time, having regard to the complexity of the accounts,for the auditor to make his report.

(2) An auditor shall, in a report under this section, state -

(a) whether the accounts and, if the company is a holding company for which consolidatedaccounts are prepared, the consolidated accounts are in his opinion -

(i) in compliance with the requirements of the Accounting Standards and give a true and fairview of the matters required by section 201 to be dealt with in the accounts and, as the casemay be, the consolidated accounts; and

(ii) in accordance with this Act so as in the case of a balance-sheet to give a true and fairview of the company's affairs and in the case of a profit and loss account to give a true and


fair view of the company's profit or loss;

(aa) if the accounts or consolidated accounts do not comply with any requirement of theAccounting Standards and the approval of the Registrar under section 201 (14) to such non-compliance has not been obtained, whether such non-compliance is, in the opinion of the auditor,necessary for the accounts or consolidated accounts to give a true and fair view of any matterrequired by section 201 to be dealt with in them;

(b) whether the accounting and other records required by this Act to be kept by the company and,if it is a holding company, by the subsidiaries other than those of which he has not acted asauditor have been, in his opinion, properly kept in accordance with this Act;


(d) any defect or irregularity in the accounts or consolidated accounts and any matter not setout in the accounts or consolidated accounts without regard to which a true and fair view of thematters dealt with by the accounts or consolidated accounts would not be obtained; and

(e) if he is not satisfied as to any matter referred to in paragraph (a), (aa) or (b), hisreasons for not being so satisfied.

(3) It is the duty of an auditor of a company to form an opinion as to each of the followingmatters:

(a) whether he has obtained all the information and explanations that he required;

(b) whether proper accounting and other records, excluding registers, have been kept by thecompany as required by this Act;

(c) whether the returns received from branch offices of the company are adequate;

(d) whether the procedures and methods used by a holding company or a subsidiary in arriving atthe amounts taken into any consolidated accounts were appropriate to the circumstances of theconsolidation; and

(e) where consolidated accounts are prepared otherwise than as one set of consolidated accountsfor the group, whether he agrees with the reasons for preparing them in the form in which theyare prepared, as given by the directors in the accounts,and he shall state in his reportparticulars of any deficiency,failure or short-coming in respect of any matter referred to inthis subsection.

(4) An auditor shall not be required to form an opinion in his report as to whether theaccounting and other records of subsidiaries (which are not incorporated in Singapore) of aSingapore holding company have been kept in accordance with this Act.

15/84.

(5) An auditor of a company has a right of access at all times to the accounting and otherrecords, including registers, of the company, and is entitled to require from any officer of thecompany and any auditor of a related company such information and explanations as he desires forthe purposes of audit.

(6) An auditor of a holding company for which consolidated accounts are required has a right ofaccess at all times to the accounting and other records, including registers, of any subsidiary,


and is entitled to require from any officer or auditor of any subsidiary, at the expense of theholding company, such information and explanations in relation to the affairs of the subsidiaryas he requires for the purpose of reporting on the consolidated accounts.

(7) The auditor's report shall be attached to or endorsed on the accounts or consolidatedaccounts and shall, if any member so requires, be read before the company in general meeting andshall be open to inspection by any member at any reasonable time.

(8) An auditor of a company or his agent authorised by him in writing for the purpose isentitled to attend any general meeting of the company and to receive all notices of, and othercommunications relating to, any general meeting which a member is entitled to receive, and to beheard at any general meeting which he attends on any part of the business of the meeting whichconcerns the auditor in his capacity as auditor.

(9) If an auditor, in the course of the performance of his duties as auditor of a company, issatisfied that -

(a) there has been a breach or non-observance of any of the provisions of this Act; and

(b) the circumstances are such that in his opinion the matter has not been or will not beadequately dealt with by comment in his report on the accounts or consolidated accounts or bybringing the matter to the notice of the directors of the company or, if the company is asubsidiary, of the directors of its holding company, he shall forthwith report the matter inwriting to the Registrar.

(9A) Notwithstanding subsection (9), if an auditor of a public company or a subsidiary of apublic company, in the course of the performance of his duties as auditor, has reason to believethat a serious offence involving fraud or other dishonesty is being or has been committedagainst the company by officers or employees of the company, he shall immediately report thematter to the Minister.

(9B) No duty to which an auditor of a company may be subject shall be regarded as having beencontravened by reason of his reporting the matter referred to in subsection (9A) in good faithto the Minister.

(9C) An auditor who is under a legal duty under any other written law to make a report to theMonetary Authority of Singapore in relation to an offence involving fraud or dishonesty that hebecomes aware in the course of the performance of his duties as auditor, shall not be requiredto make a report to the Minister under subsection (9A) if he has already made a report inrelation to the same offence under that written law to the Monetary Authority of Singapore.

(9D) In subsection (9A), "a serious offence involving fraud or dishonesty" means -

(a) an offence that is punishable by imprisonment for a term that is not less than 2 years; and

(b) the value of the property obtained or likely to be obtained from the commission of such anoffence is not less than $20,000.

(10) An officer of a corporation who refuses or fails without lawful excuse to allow an auditorof the corporation or an auditor of a corporation who refuses or fails without lawful excuse toallow an auditor of its holding company access, in accordance with this section, to anyaccounting and other records, including registers, of the corporation in his custody or control,or to give any information or explanation as and when required under this section, or otherwisehinders, obstructs or delays an auditor in the performance of his duties or the exercise of his


powers, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$4,000.

Auditors and other persons to enjoy qualified privilege in certain circumstances.

208.

-(1) An auditor shall not, in the absence of malice on his part, be liable to any action fordefamation at the suit of any person in respect of any statement which he makes in the course ofhis duties as auditor, whether the statement is made orally or in writing.

(2) A person shall not, in the absence of malice on his part, be liable to any action fordefamation at the suit of any person in respect of the publication of any document prepared byan auditor in the course of his duties and required by this Act to be lodged with the Registrar.

(3) This section does not limit or affect any other right, privilege or immunity that an auditoror other person has as defendant in an action for defamation.

Duties of auditors to trustee for debenture holders.

209.

-(1) The auditor of a borrowing corporation shall within 7 days after furnishing the corporationwith any balance-sheet or profit and loss account or any report, certificate or other documentwhich he is required by this Act or by the debentures or trust deed to give to the corporation,send by post to every trustee for the holders of debentures of the borrowing corporation a copythereof.

(2) Where, in the performance of his duties as auditor of a borrowing corporation, the auditorbecomes aware of any matter which is in his opinion relevant to the exercise and performance ofthe powers and duties imposed by this Act or by any trust deed upon any trustee for the holdersof debentures of the corporation, he shall, within 7 days after so becoming aware of the matter,send by post a report in writing on such matter to the borrowing corporation and a copy thereofto the trustee.

(3) If any person fails to comply with subsection (2) he shall be guilty of an offence and shallbe liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

Interpretation.

209A.

In this Part, unless the contrary intention appears-

"current liability" , in relation to accounts or consolidated accounts, means a liability thatwould in the ordinary course of events be payable within 12 months after the end of thefinancial year to which the accounts or consolidated accounts relate;

"consolidated accounts" , in relation to a holding company, means -

(a) a set of consolidated accounts for the group of companies of that holding company; or

(b) the accounts or consolidated accounts prepared in compliance with the Accounting Standards;

"group of companies" , in relation to a holding company, means the holding company and thecorporations that are subsidiaries of the holding company;


"holding company" means a corporation that is the holding company of another corporation;

"non-current liability" means a liability that is not a current liability;

"profit or loss" means -

(a) in relation to a corporation that is not a holding company - the profit or loss resultingfrom operations of that corporation;

(b) in relation to a corporation that is a holding company of a group of companies for whichconsolidated accounts are required - the profit or loss resulting from operations of thatcorporation;

(c) in relation to a corporation referred to in paragraph (b) and its subsidiaries - the profitor loss resulting from operations of the group of companies of which the corporation is theholding company; and

(d) in relation to a corporation that is a holding company of a group of companies for whichconsolidated accounts are not required - the profit or loss resulting from operations of thatcorporation.

209B.


PART VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

PART VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONSPower to compromise with creditors and members.

210.

-(1) Where a compromise or arrangement is proposed between a company and its creditors or anyclass of them or between the company and its members or any class of them, the Court may, on theapplication in a summary way of the company or of any creditor or member of the company, or, inthe case of a company being wound up, of the liquidator, order a meeting of the creditors orclass of creditors or of the members of the company or class of members to be summoned in suchmanner as the Court directs.

(2) A meeting held pursuant to an order of the Court made under subsection (1) may be adjournedfrom time to time if the resolution for adjournment is approved by a majority in numberrepresenting three-fourths in value of the creditors or class of creditors or members or classof members present and voting either in person or by proxy at the meeting.

(3) If a majority in number representing three-fourths in value of the creditors or class ofcreditors or members or class of members present and voting either in person or by proxy at themeeting or the adjourned meeting agrees to any compromise or arrangement, the compromise orarrangement shall, if approved by order of the Court, be binding on all the creditors or classof creditors or on the members or class of members, as the case may be, and also on the companyor, in the case of a company in the course of being wound up, on the liquidator andcontributories of the company.

(4) The Court may grant its approval to a compromise or arrangement subject to such alterationsor conditions as it thinks just.

(5) An order under subsection (3) shall have no effect until a copy of the order is lodged withthe Registrar, and upon being so lodged, the order shall take effect on and from the date of


lodgment or such earlier date as the Court may determine and as may be specified in the order.

(6) Subject to subsection (7), a copy of every order made under subsection (3) shall be annexedto every copy of the memorandum of the company issued after the order has been made, or, in thecase of a company not having a memorandum, to every copy so issued of the instrumentconstituting or defining the constitution of the company.

(7) The Court may, by order, exempt a company from compliance with the requirements ofsubsection (6) or determine the period during which the company shall so comply.

(8) Where any such compromise or arrangement (whether or not for the purposes of or inconnection with a scheme for the reconstruction of any company or companies or the amalgamationof any two or more companies) has been proposed, the directors of the company shall -

(a) if a meeting of the members of the company by resolution so directs, instruct suchaccountants or solicitors or both as are named in the resolution to report on the proposals andforward their report or reports to the directors as soon as possible; and

(b) make such report or reports available at the registered office of the company for inspectionby the shareholders and creditors of the company at least 7 days before the date of any meetingordered by the Court to be summoned as provided in subsection (1).

(9) Every company which makes default in complying with subsection (6) or (8) and every officerof the company who is in default shall be guilty of an offence and shall be liable on convictionto a fine not exceeding $2,000.

Power of Court to restrain proceedings.

(10) Where no order has been made or resolution passed for the winding up of a company and anysuch compromise or arrangement has been proposed between the company and its creditors or anyclass of such creditors, the Court may, in addition to any of its powers, on the application ina summary way of the company or of any member or creditor of the company restrain furtherproceedings in any action or proceeding against the company except by leave of the Court andsubject to such terms as the Court imposes.


"arrangement" includes a reorganisation of the share capital of a company by the consolidationof shares of different classes or by the division of shares into shares of different classes orby both these methods;

"company" means any corporation or society liable to be wound up under this Act.

Information as to compromise with creditors and members.

211.

-(1) Where a meeting is summoned under section 210, there shall -

(a) with every notice summoning the meeting which is sent to a creditor or member, be sent alsoa statement explaining the effect of the compromise or arrangement and in particular stating anymaterial interests of the directors, whether as directors or as members or as creditors of thecompany or otherwise, and the effect thereon of the compromise or arrangement in so far as it isdifferent from the effect on the like interests of other persons; and


(b) in every notice summoning the meeting which is given by advertisement, be included eithersuch a statement or a notification of the place at which and the manner in which creditors ormembers entitled to attend the meeting may obtain copies of such a statement.

(2) Where the compromise or arrangement affects the rights of debenture holders, the statementshall give the like explanation with respect to the trustee for the debenture holders as, undersubsection (1), a statement is required to give with respect to the directors.

(3) Where a notice given by advertisement includes a notification that copies of such astatement can be obtained, every creditor or member entitled to attend the meeting shall onmaking application in the manner indicated by the notice be furnished by the company free ofcharge with a copy of the statement.

(4) Each director and each trustee for debenture holders shall give notice to the company ofsuch matters relating to himself as may be necessary for the purposes of this section within 7days of the receipt of a request in writing for information as to such matters.

(5) Where default is made in complying with any requirement of this section, the company andevery officer of the company who is in default shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12months.

(6) For the purpose of subsection (5), the liquidator of the company and any trustee fordebenture holders shall be deemed to be an officer of the company.

(7) Notwithstanding subsection (5), a person shall not be liable under that subsection if heshows that the default was due to the refusal of any other person, being a director or trusteefor debenture holders, to supply the necessary particulars as to his interests.

Approval of compromise or arrangement by Court

212.

-(1) Where an application is made to the Court under this Part for the approval of a compromiseor arrangement and it is shown to the Court that the compromise or arrangement has been proposedfor the purposes of or in connection with a scheme for the reconstruction of any company orcompanies or the amalgamation of any two or more companies and that under the scheme the wholeor any part of the undertaking or the property of any company concerned in the scheme (referredto in this section as the transferor company) is to be transferred to another company (referredto in this section as the transferee company), the Court may either by the order approving thecompromise or arrangement or by any subsequent order provide for all or any of the followingmatters:

(a) the transfer to the transferee company of the whole or any part of the undertaking and ofthe property or liabilities of the transferor company;

(b) the allotting or appropriation by the transferee company of any shares, debentures, policiesor other like interests in that company which under the compromise or arrangement are to beallotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by oragainst the transferor company;

(d) the dissolution, without winding up, of the transferor company;


(e) the provision to be made for any persons who, within such time and in such manner as theCourt directs, dissent from the compromise or arrangement;

(f) such incidental, consequential and supplemental matters as are necessary to secure that thereconstruction or amalgamation shall be fully and effectively carried out.

(2) Where an order made under this section provides for the transfer of property or liabilities,then by virtue of the order that property shall be transferred to and vest in, and thoseliabilities shall be transferred to and become the liabilities of, the transferee company, freein the case of any particular property if the order so directs, from any charge which is byvirtue of the compromise or arrangement to cease to have effect.

(3) Where an order is made under this section, every company in relation to which the order ismade shall lodge within 7 days of the making of the order -

(a) a copy of the order with the Registrar; and

(b) where the order relates to land, an office copy of the order with the appropriate authorityconcerned with the registration or recording of dealings in that land, and every company whichmakes default in complying with this section and every officer of the company who is in defaultshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000and also to a default penalty.

(4) No vesting order, referred to in this section, shall have any effect or operation intransferring or otherwise vesting land until the appropriate entries are made with respect tothe vesting of that land by the appropriate authority.


"liabilities" includes duties;

"property" includes property, rights and powers of every description.

(6) Notwithstanding section 210 (11), "company" in this section does not include any companyother than a company as defined in section 4.

213.

( Repealed by S 675/2001, wef 01/01/2002.)

214.

( Repealed by S 675/2001, wef 01/01/2002.)

Power to acquire shares of shareholders dissenting from scheme or contract approved by 90%majority.

215.

-(1) Where a scheme or contract involving the transfer of all of the shares or all of the sharesin any particular class in a company (referred to in this section as the transferor company) toanother company or corporation (referred to in this section as the transferee company) has,within 4 months after the making of the offer in that behalf by the transferee company, beenapproved as to the shares or as to each class of shares whose transfer is involved by theholders of not less than 90% of the total number of those shares (excluding treasury shares) orof the shares of that class (other than shares already held at the date of the offer by thetransferee company, and excluding any shares in the company held as treasury shares), the


transferee company may at any time within two months, after the offer has been so approved, givenotice in the prescribed manner to any dissenting shareholder that it desires to acquire hisshares; and when such a notice is given the transferee company shall, unless on an applicationmade by the dissenting shareholder within one month from the date on which the notice was givenor within 14 days of a statement being supplied to a dissenting shareholder pursuant tosubsection (2) (whichever is the later) the Court thinks fit to order otherwise, be entitled andbound to acquire those shares on the terms which, under the scheme or contract the shares of theapproving shareholders are to be transferred to the transferee company or if the offer containedtwo or more alternative sets of terms upon the terms which were specified in the offer as beingapplicable to dissenting shareholders.

(2) Where a transferee company has given notice to any dissenting shareholder that it desires toacquire his shares, the dissenting shareholder shall be entitled to require the company by ademand in writing served on that company, within one month from the date on which the notice wasgiven, to supply him with a statement in writing of the names and addresses of all otherdissenting shareholders as shown in the register of members, and the transferee company shallnot be entitled or bound to acquire the shares of the dissenting shareholders until 14 daysafter the posting of the statement of such names and addresses to the dissenting shareholder.

(3) Where, in pursuance of any such scheme or contract, shares in a company are transferred toanother company or its nominee and those shares together with any other shares in the first-mentioned company held by the transferee company at the date of the transfer comprise or include90% of the total number of the shares (excluding treasury shares) in the first-mentioned companyor of any class of those shares, then -

(a) the transferee company shall within one month from the date of the transfer (unless on aprevious transfer in pursuance of the scheme or contract it has already complied with thisrequirement) give notice of that fact in the prescribed manner to the holders of the remainingshares or of the remaining shares of that class who have not assented to the scheme or contract;and

(b) any such holder may within 3 months from the giving of the notice to him require thetransferee company to acquire the shares in question, and where a shareholder gives notice underparagraph (b) with respect to any shares, the transferee company shall be entitled and bound toacquire those shares on the terms on which under the scheme or contract the shares of theapproving shareholders were transferred to it, or on such other terms as are agreed or as theCourt on the application of either the transferee company or the shareholder thinks fit toorder.

(4) Where a notice has been given by the transferee company under subsection (1) and the Courthas not, on an application made by the dissenting shareholder, ordered to the contrary, thetransferee company shall, after the expiration of one month after the date on which the noticehas been given or, after 14 days after a statement has been supplied to a dissenting shareholderpursuant to subsection (2) or if an application to the Court by the dissenting shareholder isthen pending, after that application has been disposed of, transmit a copy of the notice to thetransferor company together with an instrument of transfer executed, on behalf of theshareholder by any person appointed by the transferee company, and on its own behalf by thetransferee company, and pay, allot or transfer to the transferor company the amount or otherconsideration representing the price payable by the transferee company for the shares which byvirtue of this section that company is entitled to acquire, and the transferor company shallthereupon register the transferee company as the holder of those shares.

(5) Any sums received by the transferor company under this section shall be paid into a separate


bank account, and any such sums and any other consideration so received shall be held by thatcompany in trust for the several persons entitled to the shares in respect of which they wererespectively received.

(6) Where any consideration other than cash is held in trust by a company for any person underthis section, it may, after the expiration of two years and shall before the expiration of 10years from the date on which such consideration was allotted or transferred to it, transfer suchconsideration to the Official Receiver.

(7) The Official Receiver shall sell or dispose of any consideration so received in such manneras he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneyspaid to him in pursuance of section 322.

(8) In this section, dissenting shareholder includes a shareholder who has not assented to thescheme or contract and any shareholder who has failed or refused to transfer his shares to thetransferee company in accordance with the scheme or contract.

(9) For the purposes of this section, shares held or acquired -

(a) by a nominee on behalf of the transferee company; or

(b) by a related corporation of the transferee company or by a nominee of that relatedcorporation, shall be treated as held or acquired by the transferee company.

(10) The reference in subsection (1) to shares already held by the transferee company includes areference to shares which the transferee company has contracted to acquire but that shall not beconstrued as including shares which are the subject of a contract binding the holder thereof toaccept the offer when it is made, being a contract entered into by the holder for noconsideration and under seal or for no consideration other than a promise by the transfereecompany to make the offer.

(11) Where, during the period within which an offer for the transfer of shares to the transfereecompany can be approved, the transferee company acquires or contracts to acquire any of theshares whose transfer is involved but otherwise than by virtue of the approval of the offer,then, if -

(a) the consideration for which the shares are acquired or contracted to be acquired (referredto in this subsection as the acquisition consideration) does not at that time exceed theconsideration specified in the terms of the offer; or

(b) those terms are subsequently revised so that when the revision is announced the acquisitionconsideration, at the time referred to in paragraph (a), no longer exceeds the considerationspecified in those terms, the transferee company shall be treated for the purposes of thissection as having acquired or contracted to acquire those shares by virtue of the approval ofthe offer.

Amalgamations

215A.

Without prejudice to section 212 and any other law relating to the merger or amalgamation ofcompanies, 2 or more companies may amalgamate and continue as one company, which may be one ofthe amalgamating companies or a new company, in accordance with sections 215B to 215G, whereapplicable.


Amalgamation proposal

215B.

-(1) An amalgamation proposal shall contain the terms of an amalgamation under section 215A and,in particular -

(a) the name of the amalgamated company;

(b) the registered office of the amalgamated company;

(c) the full name and residential address of every director of the amalgamated company;

(d) the share structure of the amalgamated company, specifying-

(i) the number of shares of the amalgamated company;

(ii) the rights, privileges, limitations and conditions attached to each share of theamalgamated company; and

(iii) whether the shares are transferable or non-transferable and, if transferable, whethertheir transfer is subject to any condition or limitation;

(e) a copy of the memorandum of the amalgamated company;

(f) the manner in which the shares of each amalgamating company are to be converted into sharesof the amalgamated company;

(g) if shares of an amalgamating company are not to be converted into shares of the amalgamatedcompany, the consideration that the holders of those shares are to receive instead of shares ofthe amalgamated company;

(h) any payment to be made to any member or director of an amalgamating company, other than apayment of the kind described in paragraph (g); and

(i) details of any arrangement necessary to complete the amalgamation and to provide for thesubsequent management and operation of the amalgamated company.

(2) An amalgamation proposal may specify the date on which the amalgamation is intended tobecome effective.

(3) If shares of one of the amalgamating companies are held by or on behalf of another of theamalgamating companies, the amalgamation proposal -

(a) shall provide for the cancellation of those shares without payment or the provision of otherconsideration when the amalgamation becomes effective; and

(b) shall not provide for the conversion of those shares into shares of the amalgamated company.


(5) For the purposes of subsection (1) (a), the name of the amalgamated company may be -

(a) the name of one of the amalgamating companies; or


(b) a new name that has been reserved under section 27 (12).

Manner of approving amalgamation proposal

215C.

-(1) An amalgamation proposal shall be approved -

(a) subject to the memorandum of each amalgamating company, by the members of each amalgamatingcompany by special resolution at a general meeting; and

(b) by any other person, where any provision in the amalgamation proposal would, if contained inany amendment to the memorandum of an amalgamating company or otherwise proposed in relation tothat company, require the approval of that person.

(2) The board of directors of each amalgamating company shall, before the general meetingreferred to in subsection (1) (a) -

(a) resolve that the amalgamation is in the best interest of the amalgamating company;

(b) make a solvency statement in relation to the amalgamating company in accordance with section215I; and

(c) make a solvency statement in relation to the amalgamated company in accordance with section215J.

(3) Every director who votes in favour of the resolution and the making of the statementsreferred to in subsection (2) shall sign a declaration stating -

(a) that, in his opinion, the conditions specified in subsection (2) (a), section 215I (1) (a)and (b) (in relation to the amalgamating company) and section 215J (1) (a) and (b) (in relationto the amalgamated company) are satisfied; and

(b) the grounds for that opinion.

(4) The board of directors of each amalgamating company shall send to every member of theamalgamating company, not less than 21 days before the general meeting referred to in subsection(1) (a) -

(a) a copy of the amalgamation proposal;

(b) a copy of the declarations given by the directors under subsection (3);

(c) a statement of any material interests of the directors, whether in that capacity orotherwise; and

(d) such further information and explanation as may be necessary to enable a reasonable memberof the amalgamating company to understand the nature and implications, for the amalgamatingcompany and its members, of the proposed amalgamation.

(5) The directors of each amalgamating company shall, not less than 21 days before the generalmeeting referred to in subsection (1) (a) -

(a) send a copy of the amalgamation proposal to every secured creditor of the amalgamatingcompany; and


(b) cause to be published in at least one daily English newspaper circulating generally inSingapore a notice of the proposed amalgamation, including a statement that -

(i) copies of the amalgamation proposal are available for inspection by any member or creditorof an amalgamating company at the registered offices of the amalgamating companies and at suchother place as may be specified in the notice during ordinary business hours; and

(ii) a member or creditor of an amalgamating company is entitled to be supplied free of chargewith a copy of the amalgamation proposal upon request to an amalgamating company.

(6) Any director who contravenes subsection (3) shall be guilty of an offence.

Short form amalgamation

215D.

-(1) A company (referred to in this subsection as the amalgamating holding company) and one ormore of its wholly-owned subsidiaries (referred to in this subsection as the amalgamatingsubsidiary company) may amalgamate and continue as one company, being the amalgamated holdingcompany, without complying with sections 215B and 215C if the members of each amalgamatingcompany, by special resolution at a general meeting, resolve to approve an amalgamation of theamalgamating companies on the terms that -

(a) the shares of each amalgamating subsidiary company will be cancelled without any payment orany other consideration;

(b) the memorandum of the amalgamated company will be the same as the memorandum of theamalgamating holding company;

(c) the directors of the amalgamating holding company and every amalgamating subsidiary companyare satisfied that the amalgamated company will be able to pay its debts as they fall due duringthe period of 12 months immediately after the date on which the amalgamation is to becomeeffective; and

(d) the person or persons named in the resolution will be the director or directors,respectively, of the amalgamated company.

(2) Two or more wholly-owned subsidiary companies of the same corporation may amalgamate andcontinue as one company without complying with sections 215B and 215C if the members of eachamalgamating company, by special resolution at a general meeting, resolve to approve anamalgamation of the amalgamating companies on the terms that -

(a) the shares of all but one of the amalgamating companies will be cancelled without payment orother consideration;

(b) the memorandum of the amalgamated company will be the same as the memorandum of theamalgamating company whose shares are not cancelled;

(c) the directors of every amalgamating company are satisfied that the amalgamated company willbe able to pay its debts as they fall due during the period of 12 months immediately after thedate on which the amalgamation is to become effective; and

(d) the person or persons named in the resolution will be the director or directors,respectively, of the amalgamated company.


(3) The directors of each amalgamating company shall, not less than 21 days before the generalmeeting referred to in subsection (1) or (2), as the case may be, give written notice of theproposed amalgamation to every secured creditor of the amalgamating company.

(4) The resolution referred to in subsection (1) or (2), as the case may be, shall be deemed tobe an amalgamation proposal that has been approved.

(5) The board of directors of each amalgamating company shall, before the date of the generalmeeting referred to in subsection (1) or (2), as the case may be, make a solvency statement inrelation to the amalgamated company in accordance with section 215J.

(6) Every director who votes in favour of the making of the solvency statement referred to insubsection (5) shall sign a declaration stating -

(a) that, in his opinion, the conditions specified in section 215J (1) (a) and (b) aresatisfied; and

(b) the grounds for that opinion.

(7) Any director who contravenes subsection (6) shall be guilty of an offence.


Registration of amalgamation

215E.

-(1) For the purpose of effecting an amalgamation, the following documents shall be filed withthe Registrar, in the prescribed form with such particulars as may be required in the form,together with payment of the prescribed fee:

(a) the amalgamation proposal that has been approved;

(b) any declaration required under section 215C or 215D, as the case may be;

(c) a declaration signed by the directors of each amalgamating company stating that theamalgamation has been approved in accordance with this Act and the memorandum of theamalgamating company;

(d) where the amalgamated company is a new company or the amalgamation proposal provides for achange of the name of the amalgamated company, a copy of any notice or other documentaryevidence that the name which it is proposed to be registered or the proposed new name, as thecase may be, has been reserved under section 27 (12); and

(e) a declaration signed by the directors, or proposed directors, of the amalgamated companystating that, where the proportion of the claims of the creditors of the amalgamated company inrelation to the value of the assets of the amalgamated company is greater than the proportion ofthe claims of the creditors of an amalgamating company in relation to the value of the assets ofthe amalgamating company, no creditor will be prejudiced by that fact.

(2) Where the amalgamated company is a new company -

(a) section 19 (1) (a) and (c) shall be deemed to have been complied with if, and only if,


subsection (1) has been complied with; and

(b) the reference to a person named in the articles as a director or the secretary of theproposed company in section 19 (2) (b) includes a reference to a proposed director of theamalgamated company.

Notice of amalgamation, etc.

215F.

-(1) Upon the receipt of the relevant documents and fees, the Registrar shall -

(a) if the amalgamated company is the same as one of the amalgamating companies, issue a noticeof amalgamation in such form as the Registrar may determine; or

(b) if the amalgamated company is a new company, issue a notice of amalgamation in such form asthe Registrar may determine together with the notice of incorporation under section 19 (4).

(2) Where an amalgamation proposal specifies a date on which the amalgamation is intended tobecome effective, and that date is the same as or later than the date on which the Registrarreceives the relevant documents and fees referred to in subsection (1), the notice ofamalgamation and any notice of incorporation issued by the Registrar shall be expressed to haveeffect on the date specified in the amalgamation proposal.

(3) The Registrar shall, as soon as practicable after the effective date of an amalgamation,remove the amalgamating companies, other than the amalgamated company, from the register.

(4) Upon the application of the amalgamated company and payment of the prescribed fee, theRegistrar shall issue to the amalgamated company a certificate of confirmation of amalgamationunder his hand and seal.

Effect of amalgamations

215G.

On the date shown in a notice of amalgamation -

(a) the amalgamation shall be effective;

(b) the amalgamated company shall have the name specified in the amalgamation proposal;

(c) all the property, rights and privileges of each of the amalgamating companies shall betransferred to and vest in the amalgamated company;

(d) all the liabilities and obligations of each of the amalgamating companies shall betransferred to and become the liabilities and obligations of the amalgamated company;

(e) all proceedings pending by or against any amalgamating company may be continued by oragainst the amalgamated company;

(f) any conviction, ruling, order or judgment in favour of or against an amalgamating companymay be enforced by or against the amalgamated company; and

(g) the shares and rights of the members in the amalgamating companies shall be converted intothe shares and rights provided for in the amalgamation proposal.


Power of Court in certain cases

215H.

-(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairlyprejudice a member or creditor of an amalgamating company or a person to whom an amalgamatingcompany is under an obligation, it may, on the application of that person made at any timebefore the date on which the amalgamation becomes effective, make any order it thinks fit inrelation to the amalgamation proposal, and may, without limiting the generality of thissubsection, make an order -

(a) directing that effect must not be given to the amalgamation proposal;

(b) modifying the amalgamation proposal in such manner as may be specified in the order; or

(c) directing the amalgamating company or its board of directors to reconsider the amalgamationproposal or any part thereof.

(2) An order may be made under subsection (1) on such terms or conditions as the Court thinksfit.

Solvency statement in relation to amalgamating company and offence for making false statement

215I.

-(1) For the purposes of section 215C (2) (b), "solvency statement", in relation to anamalgamating company, means a statement by the board of directors of the amalgamating companythat it has formed the opinion -

(a) that, as regards the amalgamating company's situation at the date of the statement, there isno ground on which the amalgamating company could then be found to be unable to pay its debts;and

(b) that, at the date of the statement, the value of the amalgamating company's assets is notless than the value of its liabilities (including contingent liabilities), being a statementwhich complies with subsection (2).

(2) The solvency statement -

(a) if the amalgamating company is exempt from audit requirements under section 205B or 205C,shall be in the form of a statutory declaration; or

(b) if the amalgamating company is not such a company, shall be in the form of a statutorydeclaration or shall be accompanied by a report from its auditor that he has inquired into theaffairs of the amalgamating company and is of the opinion that the statement is not unreasonablegiven all the circumstances.

(3) In forming an opinion for the purposes of subsection (1) (a) and (b), the directors shalltake into account all liabilities of the amalgamating company (including contingentliabilities).

(4) In determining, for the purposes of subsection (1) (b), whether the value of theamalgamating company's assets is or will become less than the value of its liabilities(including contingent liabilities), the board of directors of the amalgamating company -

(a) shall have regard to -


(i) the most recent financial statements of the amalgamating company that comply with section201 (1A), (3) and (3A), as the case may be; and

(ii) all other circumstances that the directors know or ought to know affect, or may affect, thevalue of the amalgamating company's assets and the value of the amalgamating company'sliabilities (including contingent liabilities); and


(5) In determining, for the purposes of subsection (4), the value of a contingent liability, theboard of directors of the amalgamating company may take into account -


(b) any claim the amalgamating company is entitled to make and can reasonably expect to be metto reduce or extinguish the contingent liability.

(6) Any director of an amalgamating company who votes in favour of or otherwise causes asolvency statement under this section to be made without having reasonable grounds for theopinions expressed in it shall be guilty of an offence and shall be liable on conviction to afine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.

Solvency statement in relation to amalgamated company and offence for making false statement

215J.

-(1) For the purposes of sections 215C (2) (c) and 215D (5), "solvency statement", in relationto an amalgamated company, means a statutory declaration by the board of directors of eachamalgamating company that it has formed the opinion -

(a) that the amalgamated company will be able to pay its debts as they fall due during theperiod of 12 months immediately after the date on which the amalgamation is to become effective;and

(b) that the value of the amalgamated company's assets will not be less than the value of itsliabilities (including contingent liabilities).

(2) In forming an opinion for the purposes of subsection (1) (a) and (b), the directors shalltake into account all liabilities of the amalgamated company (including contingent liabilities).

(3) In determining, for the purposes of subsection (1) (b), whether the value of the amalgamatedcompany's assets will become less than the value of its liabilities (including contingentliabilities), the board of directors of each amalgamating company -

(a) shall have regard to -

(i) the most recent financial statements of the amalgamating company and the other amalgamatingcompanies that comply with section 201 (1A), (3) and (3A), as the case may be; and

(ii) all other circumstances that the directors know or ought to know affect, or may affect, thevalue of the amalgamated company's assets and the value of the amalgamated company's liabilities(including contingent liabilities); and



(4) In determining, for the purposes of subsection (3), the value of a contingent liability, theboard of directors of each amalgamating company may take into account -


(b) any claim the amalgamated company is entitled to make and can reasonably expect to be met toreduce or extinguish the contingent liability.

(5) Any director of an amalgamating company who votes in favour of or otherwise causes asolvency statement under this section to be made without having reasonable grounds for theopinions expressed in it shall be guilty of an offence and shall be liable on conviction to afine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both.

Personal remedies in cases of oppression or injustice.

216.

-(1) Any member or holder of a debenture of a company or, in the case of a declared companyunder Part IX, the Minister may apply to the Court for an order under this section on the ground-

(a) that the affairs of the company are being conducted or the powers of the directors are beingexercised in a manner oppressive to one or more of the members or holders of debenturesincluding himself or in disregard of his or their interests as members, shareholders or holdersof debentures of the company; or

(b) that some act of the company has been done or is threatened or that some resolution of themembers, holders of debentures or any class of them has been passed or is proposed whichunfairly discriminates against or is otherwise prejudicial to one or more of the members orholders of debentures (including himself).

(2) If on such application the Court is of the opinion that either of such grounds isestablished the Court may, with a view to bringing to an end or remedying the matters complainedof, make such order as it thinks fit and, without prejudice to the generality of the foregoing,the order may -

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate the conduct of the affairs of the company in future;

(c) authorise civil proceedings to be brought in the name of or on behalf of the company by suchperson or persons and on such terms as the Court may direct;

(d) provide for the purchase of the shares or debentures of the company by other members orholders of debentures of the company or by the company itself;

(e) in the case of a purchase of shares by the company provide for a reduction accordingly ofthe company's capital; or

(f) provide that the company be wound up.

(3) Where an order that the company be wound up is made pursuant to subsection (2) (f), the


provisions of this Act relating to winding up of a company shall, with such adaptations as arenecessary, apply as if the order had been made upon an application duly made to the Court by thecompany.

(4) Where an order under this section makes any alteration in or addition to any company'smemorandum or articles, then, notwithstanding anything in any other provision of this Act, butsubject to the provisions of the order, the company concerned shall not have power, without theleave of the Court, to make any further alteration in or addition to the memorandum or articlesinconsistent with the provisions of the order; but subject to the foregoing provisions of thissubsection the alterations or additions made by the order shall be of the same effect as if dulymade by resolution of the company.

(5) A copy of any order made under this section shall be lodged by the applicant with theRegistrar within 14 days after the making of the order.


(7) This section shall apply to a person who is not a member of a company but to whom shares inthe company have been transmitted by operation of law as it applies to members of a company; andreferences to a member or members shall be construed accordingly.

Derivative or representative actions.

216A.

-(1) In this section and section 216B -

"company" means a company other than a company that is listed on the securities exchange inSingapore;

"complainant" means -

(a) any member of a company;

(b) the Minister, in the case of a declared company under Part IX; or

(c) any other person who, in the discretion of the Court, is a proper person to make anapplication under this section.

(2) Subject to subsection (3), a complainant may apply to the Court for leave to bring an actionin the name and on behalf of the company or intervene in an action to which the company is aparty for the purpose of prosecuting, defending or discontinuing the action on behalf of thecompany.

(3) No action may be brought and no intervention in an action may be made under subsection (2)unless the Court is satisfied that -

(a) the complainant has given 14 days' notice to the directors of the company of his intentionto apply to the Court under subsection (2) if the directors of the company do not bring,diligently prosecute or defend or discontinue the action;

(b) the complainant is acting in good faith; and

(c) it appears to be prima facie in the interests of the company that the action be brought,


prosecuted, defended or discontinued.

(4) Where a complainant on an application can establish to the satisfaction of the Court that itis not expedient to give notice as required in subsection (3) (a), the Court may make suchinterim order as it thinks fit pending the complainant giving notice as required.

(5) In granting leave under this section, the Court may make such orders or interim orders as itthinks fit in the interests of justice, including (but not limited to) the following:

(a) an order authorising the complainant or any other person to control the conduct of theaction;

(b) an order giving directions for the conduct of the action; and

(c) an order requiring the company to pay reasonable legal fees and disbursements incurred bythe complainant in connection with the action.

(6) Where an action has been commenced or is to be brought in the subordinate courts, anapplication for leave under subsection (2) shall be made in a District Court.

Evidence of shareholders' approval not decisive - Court approval to discontinue action undersection 216A.

216B.

-(1) An application made or an action brought or intervened in under section 216A shall not bestayed or dismissed by reason only that it is shown that an alleged breach of a right or dutyowned to the company has been or may be approved by the members of the company, but evidence ofapproval by the members may be taken into account by the Court in making an order under section216A.

(2) An application made or an action brought or intervened in under section 216A shall not bestayed, discontinued, settled or dismissed for want of prosecution without the approval of theCourt given upon such terms as the Court thinks fit and, if the Court determines that theinterest of any complainant may be substantially affected by such stay, discontinuance,settlement or dismissal, the Court may order any party to the application or action to givenotice to the complainant.

(3) In an application made or an action brought or intervened in under section 216A, the Courtmay at any time order the company to pay to the complainant interim costs, including legal feesand disbursements, but the complainant may be accountable for such interim costs upon finaldisposition of the application or action.

PART VIII RECEIVERS AND MANAGERS

PART VIII RECEIVERS AND MANAGERSDisqualification for appointment as receiver.

217.

-(1) The following shall not be qualified to be appointed and shall not act as receiver of theproperty of a company:

(a) a corporation;

(b) an undischarged bankrupt;


(c) a mortgagee of any property of the company, an auditor of the company or a director,secretary or employee of the company or of any corporation which is a mortgagee of the propertyof the company; and

(d) any person who is neither an approved liquidator nor the Official Receiver.

(2) Nothing in subsection (1) (a) or (d) shall apply to any corporation authorised by anywritten law to act as receiver of the property of a company.

(3) Nothing in this section shall disqualify a person from acting as receiver of the property ofa company if acting under an appointment validly made before 29th December 1967.

Liability of receiver.

218.

-(1) Any receiver or other authorised person entering into possession of any assets of a companyfor the purpose of enforcing any charge shall, notwithstanding any agreement to the contrary,but without prejudice to his rights against the company or any other person, be liable for debtsincurred by him in the course of the receivership or possession for services rendered, goodspurchased or property hired, leased, used or occupied.

(2) Subsection (1) shall not be so construed as to constitute the person entitled to the chargea mortgagee in possession.

Application for directions.

(3) A receiver or manager of the property of a company may apply to the Court for directions inrelation to any matter arising in connection with the performance of his functions.

(4) Where a receiver or manager has been appointed to enforce any charge for the benefit ofholders of debentures of the company, any such debenture holder may apply to the Court fordirections in relation to any matter arising in connection with the performance of the functionsof the receiver or manager.

Power of Court to fix remuneration of receivers or managers.

219.

-(1) The Court may, on application by the liquidator of a company, by order fix the amount to bepaid by way of remuneration to any person who, under the powers contained in any instrument, hasbeen appointed as receiver or manager of the property of the company.

(2) The power of the Court shall, where no previous order has been made with respect thereto -

(a) extend to fixing the remuneration for any period before the making of the order or theapplication therefor;

(b) be exercisable notwithstanding that the receiver or manager has died or ceased to act beforethe making of the order or the application therefor; and

(c) where the receiver or manager has been paid or has retained for his remuneration for anyperiod before the making of the order any amount in excess of that fixed for that period, extendto requiring him or his personal representatives to account for the excess or such part thereofas may be specified in the order.


(3) The power conferred by subsection (2) (c) shall not be exercised as respects any periodbefore the making of the application for the order unless in the opinion of the Court there arespecial circumstances making it proper for the power to be so exercised.

(4) The Court may from time to time, on an application made either by the liquidator or by thereceiver or manager, vary or amend an order made under this section.

Appointment of liquidator as receiver.

220.

Where an application is made to the Court to appoint a receiver on behalf of the debentureholders or other creditors of a company which is being wound up by the Court, the liquidator maybe so appointed.

Notification of appointment of receiver.

221.

-(1) If any person obtains an order for the appointment of a receiver or manager of the propertyof a company or of the property in Singapore of any other corporation, or appoints such areceiver or manager under any powers contained in any instrument, he shall within 7 days afterhe has obtained the order or made the appointment lodge notice of the fact with the Registrar.

(2) Where any person appointed as receiver or manager of the property of a company or othercorporation under the powers contained in any instrument ceases to act as such, he shall within7 days thereafter lodge with the Registrar notice to that effect.

(3) Every person who makes default in complying with the requirements of this section shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and alsoto a default penalty.

Statement that receiver appointed.

222.

-(1) Where a receiver or manager of the property of a corporation has been appointed, everyinvoice order for goods or business letter issued by or on behalf of the corporation or thereceiver or manager or the liquidator of the corporation, being a document on or in which thename of the corporation appears, shall contain a statement immediately following the name of thecorporation that a receiver or manager has been appointed.

(2) If default is made in complying with this section, the corporation and every officer andevery liquidator of the corporation and every receiver or manager who knowingly and wilfullyauthorises or permits the default shall be guilty of an offence.

Provisions as to information where receiver or manager appointed.

223.

-(1) Where a receiver or manager of the property of a company (referred to in this section andin section 224 as the receiver) is appointed -

(a) the receiver shall forthwith send notice to the company of his appointment;

(b) there shall, within 14 days after receipt of the notice, or such longer period as may beallowed by the Court or by the receiver, be made out and submitted to the receiver in accordancewith section 224 a statement in the prescribed form as to the affairs of the company; and


(c) the receiver shall within one month after receipt of the statement -

(i) lodge with the Registrar, a copy of the statement and of any comments he sees fit to makethereon;

(ii) send to the company, a copy of any such comments as aforesaid, or if he does not see fit tomake any comment, a notice to that effect; and

(iii) where the receiver is appointed by or on behalf of the holders of debentures of thecompany send to the trustees, if any, for those holders, a copy of the statement and hiscomments thereon.

(2) Subsection (1) shall not apply in relation to the appointment of a receiver or manager toact with an existing receiver or manager or in place of a receiver or manager dying or ceasingto act, except that, where that subsection applies to a receiver or manager who dies or ceasesto act before that subsection has been fully complied with, the references in paragraphs (b) and(c) thereof to the receiver shall (subject to subsection (3)) include references to hissuccessor and to any continuing receiver or manager.

(3) Where the company is being wound up, this section and section 224 shall applynotwithstanding that the receiver or manager and the liquidator are the same person, but withany necessary modifications arising from that fact.

(4) If any person makes default in complying with any of the requirements of this section, heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000and also to a default penalty.

Special provisions as to statement submitted to receiver.

224.

-(1) The statement as to the affairs of a company required by section 223 to be submitted to thereceiver shall show as at the date of the receiver's appointment the particulars of thecompany's assets, debts and liabilities, the names and addresses of its creditors, thesecurities held by them respectively, the dates when the securities were respectively given andsuch further or other information as may be prescribed.

(2) The statement shall be submitted by, and be verified by affidavit of, one or more of thepersons who were at the date of the receiver's appointment the directors of the company and bythe person who was at that date the secretary of the company, or by such of the persons,hereafter in this subsection mentioned, as the receiver may require to submit and verify thestatement, that is to say -

(a) persons who are or have been officers;

(b) persons who have taken part in the formation of the company at any time within one yearbefore the date of the receiver's appointment;

(c) persons who are in the employment of the company, or have been in the employment of thecompany within that year, and are in the opinion of the receiver capable of giving theinformation required;

(d) persons who are or have been, within that year, officers of, or in the employment of, acorporation which is, or within that year was, an officer of the company to which the statement


relates.

(3) Any person making the statement and affidavit shall be allowed and shall be paid by thereceiver (or his successor) out of his receipts, such costs and expenses incurred in and aboutthe preparation and making of the statement and affidavit as the receiver (or his successor) mayconsider reasonable, subject to an appeal to the Court.

(4) If any person makes default in complying with the requirements of this section, he shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and alsoto a default penalty.

(5) References in this section to the receiver's successor shall include a continuing receiveror manager.

Lodging of accounts of receivers and managers.

225.

-(1) Every receiver or manager of the property of a company or of the property in Singapore ofany other corporation shall -

(a) within one month after the expiration of the period of 6 months from the date of hisappointment and of every subsequent period of 6 months and within one month after he ceases toact as receiver or manager, lodge with the Registrar a detailed account in the prescribed formshowing -

(i) his receipts and his payments during each period of 6 months, or, where he ceases to act asreceiver or manager, during the period from the end of the period to which the last precedingaccount related or from the date of his appointment, as the case may be, up to the date of hisso ceasing;

(ii) the aggregate amount of those receipts and payments during all preceding periods since hisappointment; and

(iii) where he has been appointed pursuant to the powers contained in any instrument, the amountowing under that instrument at the time of his appointment, in the case of the first account,and at the expiration of every 6 months after his appointment and, where he has ceased to act asreceiver or manager at the date of his so ceasing, and his estimate of the total value of allassets of the company or other corporation which are subject to that instrument; and

(b) before lodging such account, verify by affidavit all accounts and statements referred totherein.

(2) The Registrar may, of his own motion or on the application of the company or othercorporation or a creditor, cause the accounts to be audited by a public accountant appointed bythe Registrar and for the purpose of the audit the receiver or manager shall furnish the auditorwith such vouchers and information as he requires and the auditor may at any time require theproduction of and inspect any books of account kept by the receiver or manager or any documentor other records relating thereto.

(3) Where the Registrar causes the accounts to be audited upon the request of the company orother corporation or a creditor, he may require the applicant to give security for the paymentof the cost of the audit.

(4) The costs of an audit under subsection (2) shall be fixed by the Registrar and be paid by


the receiver unless the Registrar otherwise determines.

(5) Every receiver or manager who makes default in complying with this section shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to adefault penalty.

Payments of certain debts out of assets subject to floating charge in priority to claims undercharge.

226.

-(1) Where a receiver is appointed on behalf of the holders of any debentures of a companysecured by a floating charge or possession is taken by or on behalf of debenture holders of anyproperty comprised in or subject to a floating charge, then, if the company is not at the timein the course of being wound up, debts which in every winding up are preferential debts and aredue by way of wages, salary, retrenchment benefit or ex gratia payment, vacation leave orsuperannuation or provident fund payments and any amount which in a winding up is payable inpursuance of section 328 (4) or (6) shall be paid out of any assets coming to the hands of thereceiver or other person taking possession in priority to any claim for principal or interest inrespect of the debentures and shall be paid in the same order of priority as is prescribed bythat section in respect of those debts and amounts.

(1A) In subsection (1), "floating charge" means a charge which, as created, was a floatingcharge.

(2) For the purposes of subsection (1), the references in section 328 (1) (b), (c), (d) and (e)to the commencement of the winding up shall be read as a reference to the date of theappointment of the receiver or of possession being taken as aforesaid, as the case requires.

(3) Any payments made under this section shall be recouped as far as may be out of the assets ofthe company available for payment of general creditors.

Enforcement of duty of receiver, etc., to make returns.

227.

-(1) If any receiver or manager of the property of a company who has made default in making orlodging any return, account or other document or in giving any notice required by law fails tomake good the default within 14 days after the service on him by any member or creditor of thecompany or trustee for debenture holders of a notice requiring him to do so, the Court may, onan application made for the purpose by the person who has given the notice, make an orderdirecting him to make good the default within such time as is specified in the order.

(2) If it appears that any receiver or manager of the property of a company has misapplied orretained or become liable or accountable for any money or property of the company or been guiltyof any misfeasance or breach of trust or duty in relation to the company, the Court may on theapplication of any creditor or contributory or of the liquidator examine into the conduct ofsuch receiver or manager and compel him to repay or restore the money or property or any partthereof with interest at such rate as the Court thinks just or to contribute such sum to theassets of the company by way of compensation in respect of the misapplication, retainer,misfeasance or breach of trust or duty as the Court thinks just.

(3) This section shall have effect notwithstanding that the offence is one for which theoffender is criminally liable.

PART VIIIA JUDICIAL MANAGEMENT


PART VIIIA JUDICIAL MANAGEMENTApplication to Court for a company to be placed under judicial management and for appointment ofa judicial manager 227A.

227A.

Where a company or where a creditor or creditors of the company consider that -

(a) the company is or will be unable to pay its debts; and

(b) there is a reasonable probability of rehabilitating the company or of preserving all or partof its business as a going concern or that otherwise the interests of creditors would be betterserved than by resorting to a winding up, an application may be made to the Court under section227B for an order that the company should be placed under the judicial management of a judicialmanager.

Power of Court to make a judicial management order and appoint a judicial manager.

227B.

-(1) Where a company or its directors (pursuant to a resolution of its members or the board ofdirectors) or a creditor or creditors (including any contingent or prospective creditor orcreditors or all or any of those parties, together or separately), pursuant to section 227A,makes an application(referred to in this section as an application for a judicial managementorder) for an order that the company should be placed under the judicial management of ajudicial manager, the Court may make a judicial management order in relation to the company if,and only if, -

(a) it is satisfied that the company is or will be unable to pay its debts; and

(b) it considers that the making of the order would be likely to achieve one or more of thefollowing purposes, namely:

(i) the survival of the company, or the whole or part of its undertaking as a going concern;

(ii) the approval under section 210 of a compromise or arrangement between the company and anysuch persons as are mentioned in that section;

(iii) a more advantageous realisation of the company's assets would be effected than on awinding up.

(2) Any judicial management order made under subsection (1) shall direct that during the periodin which the order is in force the affairs, business and property of the company shall bemanaged by a judicial manager appointed for the purpose by the Court; and such an order shallspecify the purpose or purposes for whose achievement the order is made.

(3)

(a) In any application for a judicial management order under subsection (1), the applicant shallnominate a person who is a public accountant, who is not the auditor of the company, to act as ajudicial manager.

(b) The Court may reject the nomination of the applicant and appoint another person in hisstead.

(c) Where a nomination is made by the company, a majority in number and value of the creditors


(including contingent or prospective creditors) may be heard in opposition to the nomination andthe Court may, if satisfied as to the value of the creditors' claims and as to the grounds ofopposition, invite the creditors to nominate a person in his stead and, if it sees fit, adopttheir nomination.

(d) Nothing in this subsection shall prevent the Minister from himself nominating a person toact as a judicial manager if he considers that the public interest so requires and in such acase the Minister may be heard in support of his nomination and for this purpose may berepresented.

(e) Notwithstanding paragraph (a), where a person is appointed by the Court or nominated by theMinister to act as a judicial manager that person need not be a public accountant.

(4) When an application for a judicial management order is made to the Court, notice of theapplication -

(a) shall be published in the Gazette and in an English and Chinese local daily newspaper and acopy thereof sent to the Registrar; and

(b) shall be given -

(i) to the company, in a case where a creditor is the applicant; and

(ii) to any person who has appointed or is or may be entitled to appoint a receiver and managerof the whole (or substantially the whole) of a company's property under the terms of anydebentures of a company secured by a floating charge or by a floating charge and one or morefixed charges. In the case of any such floating charge created by an instrument before 15th May1987, it shall be deemed to contain a power to appoint a receiver and manager in the event thatan application under this section is made for the appointment of a judicial manager with theresult that the holder of that floating charge shall, in accordance with this paragraph, begiven notice of the application.

(5) Subject to subsection (10), the Court shall dismiss an application for a judicial managementorder if it is satisfied that -

(a) a receiver and manager referred to in subsection (4) has been or will be appointed; or

(b) the making of the order is opposed by a person who has appointed or is entitled to appointsuch a receiver and manager.

(6) On hearing the application for a judicial management order, the Court may dismiss theapplication or adjourn the hearing conditionally or unconditionally or make an interim order orany other order that it thinks fit.

(7) A judicial management order shall not be made in relation to a company -

(a) after the company has gone into liquidation;

(b) where the company is a bank licensed under the Banking Act or is a finance company licensdunder the Finance Companies Act; or

(c) where the company is an insurance company registered under the Insurance Act.

(8) A judicial management order shall, unless it is otherwise discharged, remain in force for a


period of 180 days from the date of the making of the order but the Court may, on application ofa judicial manager, increase this period subject to such terms as the Court may impose.

(9) The costs and expenses of any unsuccessful application for a judicial management order madeunder this section shall, unless the Court otherwise orders, be borne by the applicant and, ifthe Court considers that the application is frivolous or vexatious, it may make such orders, asit thinks just and equitable, to redress any injustice that may have resulted.

(10) Nothing in this section shall preclude a Court -

(a) from making a judicial management order and appointing a judicial manager if it considersthe public interest so requires; or

(b) from appointing, after the making of an application for a judicial management order and onthe application of the person applying for the judicial management order, an interim judicialmanager, pending the making of a judicial management order, and such interim judicial managermay, if the Court sees fit, be the person nominated in the application for a judicial managementorder. The interim judicial manager so appointed may exercise such functions, powers and dutiesas the Court may specify in the order.

(11) For the purposes of this Part, "property" in relation to a company includes money, goods,things in action and every description of property, whether real or personal, and whether inSingapore or elsewhere, and also obligations and every description of interest whether presentor future or vested or contingent arising out of, or incidental to, property.

(12) The definition in section 254 (2) of "inability to pay debts" shall apply for the purposesof this section as it applies for the purposes of Division 2 Part X.

Effect of application for a judicial management order.

227C.

During the period beginning with the making of an application for a judicial management orderand ending with the making of such an order or the dismissal of the application -

(a) no resolution shall be passed or order made for the winding up of the company;

(b) no steps shall be taken to enforce any charge on or security over the company's property orto repossess any goods in the company's possession under any hire-purchase agreement, chattelsleasing agreement or retention of title agreement, except with leave of the Court and subject tosuch terms as the Court may impose; and

(c) no other proceedings and no execution or other legal process shall be commenced or continuedand no distress may be levied against the company or its property except with leave of the Courtand subject to such terms as the Court may impose.

Effect of judicial management order.

227D.

-(1) On the making of a judicial management order -

(a) any receiver or receiver and manager shall vacate office; and

(b) any application for the winding up of the company shall be dismissed.


(2) Where any receiver and manager has vacated office under subsection (1) (a) -

(a) his remuneration and any expenses properly incurred by him; and

(b) any indemnity to which he is entitled out of the assets of the company, shall be charged onand, subject to subsection (4), paid out of any property which was in his custody or under hiscontrol at the time in priority to any security held by the person by or on whose behalf he wasappointed.

(3) Neither a receiver nor a receiver and manager of a company who vacates office undersubsection (1) (a) shall be required on or after so vacating office to take steps to comply withany duty imposed on him by section 226.

(4) During the period for which a judicial management order is in force -

(a) no resolution shall be passed or order made for the winding up of the company;

(b) no receiver and manager of the kind referred to in section 227B (4) of the company shall beappointed;

(c) no other proceedings and no execution or other legal process shall be commenced or continuedand no distress may be levied against the company or its property except with the consent of thejudicial manager or with leave of the Court and (where the Court gives leave) subject to suchterms as the Court may impose; and

(d) no steps shall be taken to enforce security over the company's property or to repossess anygoods under any hire-purchase agreement, chattels leasing agreement or retention of titleagreement except with the consent of the judicial manager or with leave of the Court and (wherethe Court gives leave) subject to such terms as the Court may impose.

Notification of judicial management order.

227E.

-(1) Every invoice, order for goods or business letter which, at a time when a judicialmanagement order is in force in relation to a company, is issued by or on behalf of the companyor the judicial manager, being a document on or in which the company's name appears, shallcontain a statement that the affairs, business and property of the company are being managed bythe judicial manager.

(2) If default is made in complying with this section, the company, the judicial manager and anyofficer of the company who knowingly and wilfully authorises or permits the default shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and alsoto a default penalty.

Vacancy in appointment of judicial manager.

227F.

If a vacancy occurs by death, resignation or otherwise in the office of a judicial manager of acompany, the Court may, on the application of the company or any creditor or creditors of thecompany or the Minister, by order, fill the vacancy.

General powers and duties of judicial manager.

227G.


-(1) On the making of a judicial management order, the judicial manager shall take into hiscustody or under his control all the property to which the company is or appears to be entitled.

(2) During the period for which a judicial management order is in force, all powers conferredand duties imposed on the directors by this Act or by the memorandum or articles of associationof the company shall be exercised and performed by the judicial manager and not by thedirectors; but nothing in this subsection shall require the judicial manager to call anymeetings of the company.

(3) The judicial manager of a company -

(a) shall do all such things as may be necessary for the management of the affairs, business andproperty of the company; and

(b) shall do all such other things as the Court may by order sanction.

(4) Without prejudice to the generality of subsection (3) (a), the powers conferred by thatsubsection shall include the powers specified in the Eleventh Schedule.

(5) The judicial manager may apply to the Court for directions in relation to any particularmatter arising in connection with the carrying out of his functions.

(6) Nothing in this section shall be taken as authorising the judicial manager of a company tomake any payment towards discharging any debt to which the company was subject on the making ofthe judicial management order unless -

(a) the making of the payment is sanctioned by the Court or the payment is made in pursuance ofa compromise or arrangement so sanctioned; or

(b) the payment is made towards discharging sums secured by a security or payable under a hire-purchase agreement, chattels leasing agreement or retention of title agreement to which section227H (2), (5) and (6) applies.

(7) The judicial manager of a company may, if he thinks fit, at any time summon a meeting of thecompany's creditors; and the judicial manager shall summon such a meeting if he is directed todo so by the Court.

(8) Any alteration in the company's memorandum or articles made by virtue of an order undersubsection (3) (b) is of the same effect as if duly made by resolution of the company, and theprovisions of this Act apply to the memorandum or articles as so altered accordingly.

(9) An office copy of an order under subsection (3) (b) sanctioning the alteration of thecompany's memorandum of articles shall, within 14 days from the making of the order, bedelivered by the judicial manager to the Registrar.

(10) A person dealing with the judicial manager of a company in good faith and for value shallnot be concerned to inquire whether the judicial manager is acting within his powers.

Power to deal with charged property, etc.

227H.

-(1) The judicial manager of a company may dispose of or otherwise exercise his powers inrelation to any property of the company which is subject to a security to which this subsectionapplies as if the property were not subject to the security.


(2) Where, on application by the judicial manager of a company, the Court is satisfied that thedisposal (with or without other assets) -

(a) of any property of the company subject to a security to which this subsection applies; or

(b) of any goods under a hire-purchase agreement, chattels leasing agreement or retention oftitle agreement, would be likely to promote one or more of the purposes specified in thejudicial management order, the Court may by order authorise the judicial manager to dispose ofthe property as if it were not subject to the security or to dispose of the goods as if allrights of the owner under the hire-purchase agreement, chattels leasing agreement or retentionof title agreement were vested in the company.

(3) Subsection (1) applies to any security which, as created, was a floating charge andsubsection (2) applies to any other security.

(4) Where any property is disposed of under subsection (1), the holder of the security shallhave the same priority in respect of any property of the company directly or indirectlyrepresenting the property disposed of as he would have had in respect of the property subject tothe security.

(5) It shall be a condition of an order made under subsection (2) that the net proceeds of thedisposal shall be applied towards discharging the sums secured by the security or payable underthe hire-purchase agreement, chattels leasing agreement or retention of title agreement andwhere the net proceeds of the disposal are less than the sums secured by the security or payableunder any of those agreements, the holder of the security or the owner of the goods, as the casemay be, may prove on a winding up for any balance due to him.

(6) Where a condition imposed in pursuance of subsection (5) relates to two or more securities,that condition shall require the net proceeds of the disposal to be applied towards dischargingthe sums secured by those securities in the order of their priorities.

(7)

(a) A copy of an order made under subsection (2) shall, within 14 days after the making of theorder, be sent by the judicial manager to the Registrar.

(b) Seven days notice of an application by the judicial manager to the Court to dispose ofproperty subject to a security under subsection (2) shall be given to the holder of the securityor to the owner of the goods which are subject to any of the agreements mentioned in thatsubsection and the holder or the owner, as the case may be, may oppose the disposal of theproperty.

(8) If the judicial manager, without reasonable excuse, fails to comply with subsection (7), heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000and also to a default penalty.

(9) For the purposes of sections 227C and 227D and this section -

"chattels leasing agreement" means an agreement for the bailment of goods which is capable ofsubsisting for more than 3 months;

"hire-purchase agreement" means a hire-purchase agreement as defined in section 2 of the Hire-Purchase Act;


"retention of title agreement" means an agreement for the sale of goods to a company, being anagreement -

(a) which does not constitute a charge on the goods; but

(b) under which, if the seller is not paid and the company is wound up, the seller will havepriority over all other creditors of the company as respects the goods or any propertyrepresenting the goods.

(10) Nothing in this section shall be regarded as prejudicing an application to the Court undersection 227R.

Agency and liability for contracts.

227I.

-(1) The judicial manager of a company -

(a) shall be deemed to be the agent of the company;

(b) shall be personally liable on any contract, including any contract of employment, enteredinto or adopted by him in the carrying out of his functions (except in so far as the contract ora notice under subsection (2) otherwise provides); and

(c) shall be entitled to be indemnified in respect of that liability, and to have hisremuneration and expenses defrayed, out of the property of the company which is in his custodyor under his control in priority to all other debts except those subject to a security to whichsection 227H (2) applies.

(2) Where a contract entered into by the company is adopted by the judicial manager, he may, bynotice given to the other party, disclaim any personal liability under that contract.

(3) For the purpose of this section, the judicial manager is not to be taken to have adopted acontract entered into by the company by reason of anything done or omitted to be done within 28days after the making of the judicial management order. (4) Nothing in this section shall -

(4)

(a) limit the right of a judicial manager to seek an indemnity from any other person in respectof contracts entered into by him that are approved by the Court; or

(b) make the judicial manager personally liable for payment of rent under leases held by thecompany at the time of his appointment.

Vacation of office and release.

227J.

-(1) The judicial manager of a company may at any time be removed from office by order of theCourt and may, with leave of the Court and subject to such conditions as the Court may impose,resign his office by giving notice of his resignation to the Court.

(2) The judicial manager of a company shall vacate office if -

(a) being a public accountant at the time of his appointment, he ceases to be a publicaccountant; or


(b) the judicial management order is discharged.

(3) Where at any time a person ceases to be a judicial manager of a company whether by virtue ofthis section or by reason of his death -

(a) any sums payable in respect of any debts or liabilities incurred while he was a judicialmanager under contracts entered into by him in the carrying out of his functions; and

(b) any remuneration and expenses properly incurred by him, shall be charged on and paid out ofthe property of the company in his custody or under his control in priority to all other debts,except those subject to a security to which section 227H (2) applies.

(4) Where a person ceases to be a judicial manager of a company, he shall, from such time as theCourt may determine, be released from any liability in respect of any act or omission by him inthe management of the company or otherwise in relation to his conduct as a judicial manager butnothing in this section shall relieve him of any of the liabilities referred to in section 227Q(4).

Information to be given by and to judicial manager.

227K.

-(1) Where a judicial management order has been made, the judicial manager shall -

(a) forthwith send to the Registrar a copy of the order;

(b) forthwith send to the company and publish a notice of the order in theGazette and in anEnglish and Chinese local daily newspaper; and

(c) within 28 days after the making of the order, unless the Court otherwise directs, send sucha notice to all creditors of the company (so far as he is aware of the addresses),

and the Registrar shall enter the copy of the order in his records of the company.

(2) A statement as to the affairs of the company shall be made out and submitted to the judicialmanager in accordance with section 227L within 21 days after receipt by the company of thenotice of the judicial management order. Any longer period allowed by the judicial manager shallnot exceed two months.

(3) If a person, without reasonable excuse, fails to comply with this section he shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to adefault penalty.

Company's statement of affairs.

227L.

-(1) The company's statement of affairs required by section 227K to be submitted to the judicialmanager shall show as at the date of the judicial management order -

(a) the particulars of the company's assets, debts and liabilities;

(b) the names and addresses of its creditors;

(c) the securities held by them respectively;


(d) the dates when the securities were respectively given; and

(e) such further or other information as may be prescribed.

(2) The statement shall be submitted by, and be verified by affidavit of one or more of thepersons who are, at the date of the judicial management order, the directors and by the personwho is at that date the secretary of the company, or by such of the persons mentioned insubsection (3) as the judicial manager may require to submit and verify the statement.

(3) The persons referred to in subsection (2) are -

(a) those who are or have been officers of the company;

(b) those who have taken part in the company's formation at any time within one year before thedate of the judicial management order;

(c) those who are in the company's employment, or have been in its employment, and are in thejudicial manager's opinion capable of giving the information required, and in this subsection"employment" includes employment under a contract for services.

(4) If a person, without reasonable excuse, fails to comply with this section, he shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and alsoto a default penalty.

(5) Any statement of affairs prepared under this section may be used in evidence against anyperson making or concurring in making it.

(6) A copy of the company's statement of affairs shall forthwith be delivered by the judicialmanager to the Registrar.

(7) Any person making the statement and affidavit shall be allowed and shall be paid by thejudicial manager, out of his receipts, such costs and expenses incurred in and about thepreparation and making of the statement and affidavit as the judicial manager may considerreasonable, subject to an appeal to the Court.

Statement of proposals.

227M.

-(1) Where a judicial management order has been made, the judicial manager shall, within 60 days(or such longer period as the Court may allow) after the making of the order -

(a) send to the Registrar and (so far as he is aware of their addresses) to all creditors astatement of his proposals for achieving one or more of the purposes mentioned in section 227B(1) (b) for whose achievement the order was made; and

(b) lay a copy of the statement before a meeting of the company's creditors summoned for thepurpose on not less than 14 days' notice.

(2) The judicial manager shall also, within 60 days (or such longer period as the Court mayallow) after the making of the order, either -

(a) send a copy of the statement (so far as he is aware of their addresses) to all members ofthe company; or


(b) publish a notice in an English and Chinese local daily newspaper stating an address to whichmembers of the company should write for copies of the statement to be sent to them free ofcharge.

Consideration of proposals by creditors' meeting.

227N.

-(1) A meeting of creditors, summoned under section 227M, shall decide whether to approve thejudicial manager's proposals.

(2) At such meeting the majority in number and value of creditors, present and voting either inperson or by proxy whose claims have been accepted by the judicial manager, may approve theproposals with modifications but shall not do so unless the judicial manager consents to eachmodification.

(3) The judicial manager shall report the result of the meeting (which shall, subject tosubsection (2), be conducted in accordance with regulations) to the Court and shall give noticeof that result to the Registrar and to such other persons or bodies as the Court may approve.

(4) If a report is given to the Court under subsection (3) that the meeting has declined toapprove the judicial manager's proposals (with or without modifications), the Court may by orderdischarge the judicial management order and make such consequential provision as it thinks fit,or adjourn the hearing conditionally or unconditionally, or make an interim order or any otherorder that it thinks fit. A copy of any order of Court made under this subsection shall bepublished in an English and Chinese local daily newspaper.

(5) Where the judicial management order is discharged, the judicial manager shall forthwith sendto the Registrar a copy of the order effecting the discharge.

(6) If the judicial manager, without reasonable excuse, fails to comply with subsection (5) heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000and also to a default penalty.

Committee of creditors.

227O.

-(1) Where a meeting of creditors summoned under section 227M has approved the judicialmanager's proposals (with or without modifications), the meeting may, if it thinks fit,establish a committee to exercise the functions conferred on it under subsection (2).

(2) If such a committee is established, the committee may require the judicial manager to attendbefore it and furnish it with such information relating to the carrying out by him of hisfunctions as it may reasonably require.

Duty to manage company's affairs, etc., in accordance with approved proposals.

227P.

-(1) Where the judicial manager's proposals have been approved by a meeting of creditorssummoned under section 227M, then, subject to any order under section 227R, it shall be the dutyof the judicial manager to manage the affairs, business and property of the company inaccordance with the proposals as from time to time revised by him.

(2) Where the judicial manager proposes to make substantial revisions of his proposals as soapproved, he shall -


(a) send to all creditors of the company (so far as he is aware of their addresses) a statementof his proposed revisions; and

(b) lay a copy of the statement before a meeting of the company's creditors summoned for thepurpose on not less than 14 days' notice, and shall not make the proposed revisions unless theyare approved by the majority in number and value of creditors present and voting in person or byproxy at the meeting whose claims have been accepted by the judicial manager.

(3) The judicial manager shall also either -

(a) send a copy of the statement (so far as he is aware of their addresses) to all members ofthe company; or

(b) publish a notice in an English and Chinese local daily newspaper stating an address to whichmembers of the company should write for copies of the statement to be sent to them free ofcharge.

(4) A meeting of creditors summoned under subsection (2) (which shall, subject to subsection (2)and this subsection, be conducted in accordance with the regulations) may approve the proposedrevisions with modifications but shall not do so unless the judicial manager consents to eachmodification.

(5) After the conclusion of a meeting summoned under subsection (2), the judicial manager shallgive notice of the result of the meeting to the Registrar or to such other persons or bodies asthe Court may approve.

Duty to apply for discharge of judicial management order.

227Q.

-(1) The judicial manager of a company shall apply to the Court for the judicial managementorder to be discharged if it appears to him that the purpose or each of the purposes specifiedin the order either has been achieved or is incapable of achievement.

(2) On the hearing of an application under this section, the Court may by order discharge thejudicial management order and make such consequential provision as it thinks fit, or adjourn thehearing conditionally or unconditionally, or make an interim order or any other order it thinksfit.


(4) Where a judicial management order has been discharged under this Part or where a personceases to be a judicial manager pursuant to section 227J, the judicial manager may apply to theCourt for his release and the Court may, if it thinks fit, make an order releasing him fromliability in respect of any act or omission by him in the management of the company or otherwisein relation to his conduct as judicial manager but any such release shall not relieve him fromliability for any misapplication or retention of money or property of the company or for whichhe has become accountable or from any law to which he would be subject in respect of negligence,default, misfeasance, breach of trust or breach of duty in relation to the company.

Protection of interests of creditors and members.

227R.


-(1) At any time when a judicial management order is in force, a creditor or member of thecompany may apply to the Court for an order under this section on the ground -

(a) that the company's affairs, business and property are being or have been managed by thejudicial manager in a manner which is or was unfairly prejudicial to the interests of itscreditors or members generally or of some part of its creditors or members (including at leasthimself) or of a single creditor that represents one quarter in value of the claims against thecompany; or

(b) that any actual or proposed act or omission of the judicial manager is or would be soprejudicial.

(2) On an application for an order under this section, the Court may make such order as itthinks fit for giving relief in respect of the matters complained of, or adjourn the hearingconditionally or unconditionally, or make an interim order or any other order that it thinksfit.

(3) Subject to subsection (4), an order under this section may -

(a) regulate the future management by the judicial manager of the company's affairs, businessand property;

(b) require the judicial manager to refrain from doing or continuing an act complained of by theapplicant or to do an act which the applicant has complained he has omitted to do;

(c) require the summoning of a meeting of creditors or members for the purpose of consideringsuch matters as the Court may direct;

(d) discharge the judicial management order and make such consequential provision as it thinksfit.

(4) An order under this section shall not prejudice or prevent the implementation of anycomposition or scheme approved under section 210.


(6) If the judicial manager, without reasonable excuse, fails to comply with subsection (5) heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000and also to a default penalty.

Trade union representation on behalf of members who are creditors and employees of a company.

227S.

-(1) Where employees of a company are creditors, by reason that wages or salary are payable tothem whether by way of allowance or reimbursement under contracts of employment or any award oragreement regulating conditions of employment or otherwise, and where the employees are membersof a trade union that is recognised by the company under the Industrial Relations Act, it shallbe sufficient compliance by the judicial manager with sections 227K, 227M and 227N if thenotice, statement of proposals or revised proposals referred to therein are sent to the tradeunion representing the employees.

(2) A trade union to which subsection (1) applies shall be entitled to represent any suchemployees at a meeting of creditors summoned under section 227M or, with leave of the Court, to


apply to the Court under section 227R on their behalf or may make representations to thejudicial manager on behalf of those employees in respect of -

(a) any matter connected with or arising from the continuation or termination of their contractsof employment under section 227I; or

(b) any matter relating to any award made by the Industrial Arbitration Court under theIndustrial Relations Act or any collective agreement certified under that Act that affects thoseemployees.

Undue preference in case of judicial management.

227T.

-(1) Subject to this Act and such modifications as may be prescribed, a settlement, a conveyanceor transfer of property, a charge on property, a payment made or an obligation incurred by acompany which if it had been made or incurred by a natural person would in the event of hisbecoming a bankrupt be void as against the Official Assignee under section 98, 99 or 103 of theBankruptcy Act 1995 (read with sections 100, 101 and 102 thereof) shall, in the event of thecompany being placed under judicial management, be void as against the judicial manager.

(2) For the purposes of subsection (1), the date that corresponds with the date of theapplication for a bankruptcy order in the case of a natural person and the date on which aperson is adjudged bankrupt is the date on which an application for a judicial management orderis made.

Delivery and seizure of property.

227U.

-(1) Where any of the persons mentioned in subsection (2) has in his possession or control anyproperty, books, papers or records to which the company appears to be entitled, the Court mayrequire that person forthwith (or within such period as the Court may direct) to pay, deliver,convey, surrender or transfer the property, books, papers or records to the judicial manager.


(a) a contributory or member of the company;

(b) any person who has previously held office as receiver or receiver and manager of thecompany's property; and

(c) any trustee for, or any banker, agent or officer of, the company.

(3) Where -

(a) the judicial manager seizes or disposes of any property which is not the property of thecompany; and

(b) at the time of seizure or disposal the judicial manager believes, and has reasonable groundsfor believing, that he is entitled (whether in pursuance of an order of the Court or otherwise)to seize or dispose of that property, the judicial manager shall not be liable to any person inrespect of any loss or damage resulting from the seizure or disposal except in so far as thatloss or damage is caused by the negligence of the judicial manager and the judicial managershall have a lien on the property, or the proceeds of its sale, for such expenses as wereincurred in connection with the seizure or disposal.


Duty to co-operate with judicial manager.

227V.

-(1) Each of the persons mentioned in subsection (2) shall -

(a) give to the judicial manager such information concerning the company and its promotion,formation, business, dealings, affairs or property as the judicial manager may at any time afterthe date of the judicial management order reasonably require; and

(b) attend on the judicial manager at such times as the judicial manager may reasonably require.


(a) those who are or have at any time been officers of the company;

(b) those who have taken part in the formation of the company at any time within one year beforethe date of the judicial management order; and

(c) those who are in the employment of the company, or have been in its employment, and are, inthe judicial manager's opinion, capable of giving information which he requires.

(3) If a person, without reasonable excuse, fails to comply with any obligation imposed by thissection, he shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $10,000 and also to a default penalty.

Inquiry into company's dealings, etc.

227W.

-(1) The Court may, on the application of the judicial manager, summon to appear before it -

(a) any officer of the company;

(b) any person known or suspected to have in his possession any property of the company orsupposed to be indebted to the company; or

(c) any person whom the Court thinks capable of giving information concerning the promotion,formation, business, dealings, affairs or property of the company, and the Court may require anysuch person as is mentioned in paragraphs (a) to (c) to submit an affidavit to the Courtcontaining an account of his dealings with the company or to produce any books, papers or otherrecords in his possession or under his control relating to the company or the matters mentionedin paragraph (c).

(2) In a case where a person, without reasonable excuse, fails to appear before the Court whenhe is summoned to do so under this section or there are reasonable grounds for believing that aperson has absconded, or is about to abscond, with a view to avoiding his appearance before theCourt under this section, the Court may, for the purpose of bringing that person and anything inhis possession before the Court, cause a warrant to be issued to a police officer -

(a) for the arrest of that person; and

(b) for the seizure of any books, papers, records, money or goods in that person's possession,and may authorise a person arrested under such a warrant to be kept in custody, and anythingseized under such a warrant to be held until that person is brought before the Court under thewarrant or until such other time as the Court may order.


(3) Any person who appears or is brought before the Court under this section may be examined onoath, either orally or by interrogatories, concerning the company or the matters mentioned insubsection (1) (c).

(4) If it appears to the Court, on consideration of any evidence obtained under this section,that any person has in his possession any property of the company, the Court may, on theapplication of the judicial manager, order that person to deliver the whole or any part of theproperty to the judicial manager at such time, in such manner and on such terms as the Courtthinks fit.

(5) If it appears to the Court, on consideration of any evidence obtained under this section,that any person is indebted to the company, the Court may, on the application of the judicialmanager, after examining that person on the matter, order that person to pay to the judicialmanager, at such time and in such manner as the Court may direct, the whole or any part of theamount due, whether in full discharge of the debt or otherwise, as the Court thinks fit.

(6) The Court may, if it thinks fit, order that any person, who if within Singapore would besummoned to appear before it under this section, to be examined in a place outside Singapore.

Application of certain provisions in Parts VII and X to a company under judicial management.

227X.

At any time when a judicial management order is in force in relation to a company under judicialmanagement -

(a) section 210 shall apply as if for subsections (1) and (3) thereof there were substituted thefollowing:

(1) Where a compromise or arrangement is proposed between a company and its creditors, the Courtmay on the application of the judicial manager order a meeting of creditors to be summoned insuch manner as the Court directs.

(3) If three-fourths in value of the creditors present and voting either in person or by proxyat the meeting agree to any compromise or arrangement, the compromise or arrangement, ifapproved by the Court, is binding on all the creditors and on the judicial manager. and

(b) sections 337, 340, 341 and 342 shall apply as if the company under judicial management werea company being wound up and the judicial manager were the liquidator, but this shall be withoutprejudice to the power of the Court to order that any other section in Part X shall apply to acompany under judicial management as if it applied in a winding up by the Court and anyreference to the liquidator shall be taken as a reference to the judicial manager and anyreference to a contributory as a reference to a member of the company.

PART IX INVESTIGATIONS

PART IX INVESTIGATIONSApplication of this Part.

228.

This Part does not authorise any investigation into the insurance business of a company or intothe business of a banking corporation, unless specifically provided for in this Part.

Interpretation.


229.

In this Part, unless the contrary intention appears -

"company" includes a foreign company which is a declared company;

"declared company" means a company or foreign company which the Minister has by order declaredto be a company to which this Part applies;

"officer or agent" , in relation to a corporation, includes -

(a) a director, banker, solicitor or auditor of the corporation;

(b) a person who at any time -

(i) has been a person referred to in paragraph (a); or

(ii) has been otherwise employed or appointed by the corporation:

(c) a person who -

(i) has in his possession any property of the corporation;

(ii) is indebted to the corporation; or

(iii) is capable of giving information concerning the promotion, formation, trading, dealings,affairs or property of the corporation; and

(d) where there are reasonable grounds for suspecting or believing that a person is a personreferred to in paragraph (c) - that person.

Power to declare company or foreign company.

230.

The Minister may by order declare that a company or foreign company is a company to which thisPart applies if he is satisfied -

(a) that a prima facie case has been established that, for the protection of the public, theholders of interests to which Division 6 of Part IV applies or the shareholders or creditors ofthe company or foreign company, it is desirable that the affairs of the company or foreigncompany should be investigated under this Part;

(b) that it is in the public interest that allegations of fraud, misfeasance or other misconductby persons who are or have been concerned with the formation or management of the company orforeign company should be investigated under this Part;

(c) that for any other reason it is in the public interest that the affairs of the company orforeign company should be investigated under this Part; or

(d) in the case of a foreign company, that the appropriate authority of another country hasrequested that a declaration be made pursuant to this section in respect of the company.

Appointment of inspectors for declared companies.

231.


-(1) Where a company or foreign company has been declared to be a company to which this Partapplies, the Minister shall appoint one or more inspectors to investigate the affairs of thatcompany, and to report his opinion thereon to the Minister.

(2) An inspector appointed under subsection (1) may, at any time in the course of hisinvestigation, without the necessity of making an interim report, inform the Minister of matterscoming to his knowledge as a result of the investigation which tend to show that an offence hasbeen committed; and the Minister may thereafter take such steps as he may consider fit.

(3) The expenses of and incidental to an investigation of a declared company shall be defrayedin the first instance out of moneys provided by Parliament.

(4) Where the Minister is of the opinion that the whole or any part of the expenses of andincidental to the investigation should be paid by the company or by any person who is convictedon a prosecution brought under section 233 (3) or who is ordered to pay damages or restoreproperty in proceedings under section 233 (4) the Minister may by notification in the Gazettedirect that the expenses be so paid.

(5) A notification under subsection (4) may specify the time or times and the manner in whichthe payment of the expenses shall be made.

(6) Where a notification has been published by the Minister under subsection (5) the personsnamed in the notification to the extent therein specified shall be liable to reimburse theMinister in respect of such expenses.

(7) Action to recover any such expenses may be taken in the name of the Government in any courtof competent jurisdiction.

(8) Where a notification under subsection (4) has been published for the payment of the whole orpart of the expenses by a company and the company is in liquidation or subsequently goes intoliquidation the expenses so ordered to be paid by the company shall be deemed to be part of thecosts and expenses of the winding up for the purposes of section 328 (1) (a).

(9) The report of the inspector may if he thinks fit, and shall, if the Minister so directs,include a recommendation as to the terms of the notification which he thinks proper in the lightof his investigation to be given by the Minister under subsection (4).

Investigation of affairs of company by inspectors at direction of Minister.

232.

-(1) The Minister may appoint one or more inspectors to investigate the affairs of a company orsuch aspects of the affairs of a company as are specified in the instrument of appointment andto report thereon in such manner as the Minister directs -

(a) in the case of a company having a share capital, on the application of -

(i) not less than 200 members (excluding the company itself if it is registered as a member) orof members holding not less than 10% of the shares issued (excluding treasury shares); or

(ii) holders of debentures holding not less than 20% in nominal value of debentures issued;

(b) in the case of a company not having a share capital, on the application of not less than 20%in number of the persons on the company's register of members; or


(c) in any case on the application of a company in pursuance of a special resolution.

(2) An application under this section shall be supported by such evidence as the Ministerrequires as to the reasons for the application and the motives of the applicants in requiringthe investigation, and the Minister may before appointing an inspector require the applicants togive security for such amount as he thinks fit for payment of the cost of the investigation.

As to reports of inspectors.

233.

-(1) An inspector appointed by the Minister may, and if so directed by the Minister shall, makeinterim reports to the Minister and on the conclusion of the investigation the inspector shallreport his opinion on or in relation to the affairs that he has been appointed to investigatetogether with the facts upon which his opinion is based to the Minister, and a copy of thereport shall, subject to subsection (1B), be forwarded by the Minister to the registered officeof the company, and a further copy shall, subject to that subsection (1B), at the request of theapplicants be delivered to them.

(1A) Subject to subsections (1B) and (1C), the Minister shall give a copy of a report made underthis Part to each person to whom in the opinion of the Minister the report ought to be given byreason that it relates to the affairs of that person to a material extent.

(1B) The Minister is not bound to furnish a company, an applicant or any other person with acopy of the report or any part thereof if he is of the opinion that there is good reason for notdivulging the contents of the report or any part thereof.

(1C) Subject to subsection (1D), the Minister shall not give a copy of a report made under thisPart to a person under subsection (1A) if he believes that legal proceedings that have been or,in his opinion, might be instituted, might be unduly prejudiced by giving the report to thatperson.

(1D) A court before which legal proceedings are brought against a person for or in respect ofmatters dealt with in a report under this Part may order that a copy of the report or partthereof shall be given to that person.

(2) The Minister may, if he is of the opinion that it is necessary in the public interest to doso, cause the report to be printed and published but shall refrain from so doing if theAttorney-General has certified in writing that publication of the report would be prejudicial tothe administration of justice.

(3) If from any reports of an inspector appointed by the Minister it appears to the Ministerthat the case is one in which a prosecution ought to be instituted he shall cause a prosecutionto be instituted accordingly and all officers and agents of the company (other than thedefendant in the proceedings) shall on being required by the Minister to do so give allassistance in connection with the prosecution which they are reasonably able to give.

(4) If from any report of an inspector appointed by the Minister it appears to the Minister thatproceedings ought in the public interest to be brought by any company, dealt with by the report,for the recovery of damages in respect of any fraud, misfeasance or other misconduct inconnection with the promotion or formation of that company or in the management of its affairsor for the recovery of any property of the company which has been misapplied or wrongfullyretained he may himself bring proceedings for that purpose in the name of the company.

234.


[Repealed by Act 13 of 1987].

Investigation of affairs of related corporation.

235.

Where an inspector thinks it necessary for the purposes of the investigation of the affairs of acompany to investigate the affairs of a corporation which is or has at any relevant time been acorporation deemed to be related by virtue of section 6 to the company, he may, with the consentin writing of the Minister, investigate the affairs of that corporation.

Procedure and powers of inspector.

236.

-(1) If an inspector appointed to investigate the affairs of a company thinks it necessary forthe purposes of the investigation to investigate also the affairs of any other corporation whichis or has at any relevant time been deemed to be or to have been related to that company byvirtue of section 6, he shall have power to do so, and he shall report on the affairs of theother corporation so far as he thinks the results of the investigation thereof are relevant tothe investigation of the affairs of the company.

(2) Every officer and agent of a corporation the affairs of which are being investigated underthis Part shall, if required by an inspector appointed under this Part, produce to the inspectorall books and documents in his custody or power and shall give to the inspector all assistancein connection with the investigation which he is reasonably able to give.

(3) An inspector may, by notice in the prescribed form, require any officer or agent of anycorporation whose affairs are being investigated pursuant to this Part to appear for examinationon oath or affirmation (which he is hereby authorised to administer) in relation to itsbusiness; and the notice may require the production of all books and documents in the custody orunder the control of that officer or agent.

(4) An inspector who, pursuant to this section, requires the production of all books anddocuments in the custody or power or under the control of an officer or agent of any corporationwhose affairs are being investigated under or pursuant to this Part -

(a) may take possession of all such books and documents;

(b) may retain all such books and documents for such time as he considers to be necessary forthe purpose of the investigation; and

(c) shall permit such corporation to have access at all reasonable times to all such books anddocuments so long as they are in his possession.

(4A) If an inspector has reasonable grounds for believing that a director or past director ofthe company or of a corporation which is or has at any time been deemed to be or to have beenrelated to that company by virtue of section 6 whose affairs the inspector is investigatingmaintains or has maintained a bank account of any description, whether alone or jointly withanother person and whether in Singapore or elsewhere, into or out of which there has been paidany money which has been in any way connected with any act or omission or series of acts oromissions, which on the part of that director constituted misconduct (whether fraudulent or nottowards that company or that related company or its members) an inspector may require thedirector to produce to him all documents in the director's possession or under his controlrelating to that bank account.


(5) If any officer or agent of any corporation, the affairs of which are being investigatedpursuant to this Part, fails to comply with the requirements of any notice issued undersubsection (3) or fails or refuses to answer any question which is put to him by an inspectorwith respect to the affairs of the corporation or that officer or agent is a director or pastdirector to whom subsection (4A) applies, if he fails to comply with a requirement of aninspector under that subsection, the inspector may certify the failure or refusal under his handto the Court, which may thereupon inquire into the case and, after hearing any witnesses againstor on behalf of the alleged offender and any statement offered in defence, punish the offenderin like manner as if he had been guilty of contempt of the Court.

(6) No person, who is or has formerly been an officer or agent of a corporation the affairs ofwhich are being investigated under this Part, shall be entitled to refuse to answer any questionwhich is relevant or material to the investigation on the ground that his answer might tend toincriminate him but if he claims that the answer to any question might incriminate him and butfor this subsection he would have been entitled to refuse to answer the question, the answer tothe question shall not be used in any subsequent criminal proceedings except in the case of acharge against him for making a false statement in answer to that question.

(7) Subject to subsection (6), any person shall be entitled to refuse to answer a question onthe ground that the answer might tend to incriminate him.

(8) An inspector may cause notes of any examination under this Part to be recorded and reducedto writing and to be read to or by and signed by the person examined and any such signed notesmay except in the case of any answer which that person would not have been required to give butfor subsection (6) thereafter be used in evidence in any legal proceedings against that person.

As to costs of investigations.

237.

-(1) The expenses of and incidental to an investigation by an inspector appointed pursuant tosections 232 and 243 (including the costs of any proceedings brought by the Minister in the nameof the company), shall be paid by the company investigated or if the Minister so directs by theapplicants or in part by the company and in part by the applicants.

(2) Notwithstanding subsection (1) -

(a) if the company fails to pay the whole or any part of the sum which it is so liable to pay,the applicants shall make good the deficiency up to the amount by which the security given bythem under this Part exceeds the amount, if any, which they have under subsection (1) beendirected by the Minister to pay; and

(b) any balance of the expenses not paid either by the company or the applicants shall be paidout of moneys provided by Parliament.

Report of inspector to be admissible in evidence.

238.

A copy of the report of any inspector appointed under this Part, certified as correct by theMinister, shall be admissible in any legal proceedings as evidence of the opinion of theinspector and of the facts upon which his opinion is based in relation to any matter containedin the report.

Powers of inspector in relation to a declared company.


239.

-(1) An inspector of a declared company may employ such persons as he considers necessary and inwriting authorise any such person to do anything he could himself do, except to examine on oathor affirmation.

(2) Any officer or agent of a corporation who -

(a) refuses or fails to produce any book or document to any person who produces a writtenauthority of an inspector given pursuant to subsection (1); or

(b) refuses or fails to answer any question lawfully put to him by any such person, shall beliable to be dealt with in the same manner as is provided in section 236 (5) for refusing orfailing to comply with the request of an inspector.

Suspension of actions and proceedings by declared company.

240.

-(1) On and after the appointment of an inspector in respect of any declared company until theexpiration of 3 months after the inspector has presented his final report to the Minister, noaction or proceeding shall without the consent of the Minister (which may be given generally orin a particular case and which may be given subject to such conditions and limitations as hethinks fit) be commenced or proceeded with in any Court -

(a) by the company upon or in respect of any contract, bill of exchange or promissory note; or

(b) by the holder or any other person in respect of any bill of exchange or promissory notemade, drawn or accepted by or issued, transferred, negotiated or endorsed by or to the companyunless the holder or other person -

(i) at the time of the negotiation, transfer, issue, endorsement or delivery thereof to him gavetherefor adequate pecuniary consideration; and

(ii) was not at the time of the negotiation, transfer, issue, endorsement or delivery thereof tohim or at any time within 3 years before that time a member, officer, agent or employee of thecompany or the wife or husband of any member, officer, agent or employee of the company.

(2) Any action or proceeding which is commenced or proceeded with in contravention of thissection shall be void and of no effect.

Winding up of company.

241.

-(1) An application to the Court -

(a) in the case of a company, for the winding up of the company; or

(b) in the case of a foreign company, for the winding up so far as the assets of the company inSingapore are concerned of the affairs of the company, may be made by the Minister at any timeafter a report has been made in respect of a declared company by an inspector whereupon theprovisions of this Act shall with such adaptations as are necessary, apply as if -

(c) in the case of a company, a winding up application had been duly made to the Court by thecompany; and


(d) in the case of a foreign company, an application for an order for the affairs of the companyso far as assets in Singapore are concerned to be wound up in Singapore had been duly made tothe Court by a creditor or contributory of the company upon the liquidation of the company inthe place in which it is incorporated.

(2) Where, in the case of a foreign company, on any application under subsection (1) an order ismade for the affairs of the company so far as assets in Singapore are concerned to be wound upin Singapore the company shall not carry on business or establish or keep a place of business inSingapore.

Penalties.

242.

-(1) Any person who, with intent to defeat the purposes of this Part or to delay or obstruct thecarrying out of an investigation under this Part -

(a) destroys, conceals or alters any book, document or record of or relating to a declaredcompany; or

(b) sends or attempts to send or conspires with any other person to send out of Singapore anysuch book, document or record or any property of any description belonging to or in thedisposition or under the control of such a company, shall be guilty of an offence and shall beliable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding2 years.

(2) If in any prosecution for an offence under this section it is proved that the person chargedwith the offence -

(a) has destroyed, concealed or altered any book, document or record of or relating to thecompany; or

(b) has sent or attempted to send or conspired to send out of Singapore any book, document orrecord or any property of any description belonging to or in the disposition or under thecontrol of the company, the onus of proving that in so doing he had not acted with intent todefeat the purposes of this Part or to delay or obstruct the carrying out of an investigationunder this Part shall lie on him.

Appointment and powers of inspectors to investigate ownership of company.

243.

-(1) Where it appears to the Minister that there is good reason to do so, he may appoint one ormore inspectors to investigate and report on the membership of any corporation, whether or notit is a declared company, and otherwise with respect to the corporation for the purpose ofdetermining the true persons who are or have been financially interested in the success orfailure, real or apparent, of the corporation or able to control or materially to influence thepolicy of the corporation.

(2) The appointment of an inspector under this section may define the scope of hisinvestigation, whether as respects the matters or the period to which it is to extend orotherwise, and in particular may limit the investigation to matters connected with particularshares or debentures.

(3) Where an application for an investigation under this section with respect to particularshares or debentures of a corporation is made to the Minister by members of the corporation, and


the number of applicants or the amount of the shares held by them is not less than that requiredfor an application for the appointment of an inspector under section 232, the Minister shallappoint an inspector to conduct the investigation unless he is satisfied that the application isvexatious, and the inspector's appointment shall not exclude from the scope of his investigationany matter which the application seeks to have included therein, except in so far as theMinister is satisfied that it is unreasonable for that matter to be investigated.

(4) Subject to the terms of an inspector's appointment, his powers shall extend to theinvestigation of any circumstances suggesting the existence of an arrangement or understandingwhich, though not legally binding, is or was observed or likely to be observed in practice andwhich is relevant to the purposes of his investigation.

(5) For the purposes of any investigation under this section, the provisions of this Part withrespect to the investigation of declared companies shall apply with the necessary modificationsof references to the affairs of the corporation or to those of any other corporation, but sothat -

(a) this Part shall apply in relation to all persons who are or have been, or whom the inspectorhas reasonable cause to believe to be or to have been financially interested in the success orfailure or the apparent success or failure of the corporation or any other corporation themembership of which is investigated with that of the corporation, or able to control ormaterially to influence the policy thereof, including persons concerned only on behalf ofothers, as they apply in relation to officers and agents of the corporation or of the othercorporation, as the case may be; and

(b) the Minister shall not be bound to furnish the corporation or any other person with a copyof any report by an inspector appointed under this section or with a complete copy thereof if heis of opinion that there is good reason for not divulging the contents of the report or of partsthereof, but may, if he thinks fit, cause to be kept by the Registrar a copy of the report or,as the case may be, the parts of the report, as respects which he is not of that opinion.

Power to require information as to persons interested in shares or debentures.

244.

-(1) Where it appears to the Minister that there is good reason to investigate the ownership ofany shares in or debentures of a corporation and that it is unnecessary to appoint an inspectorfor the purpose, he may require any person whom he has reasonable cause to believe to have or tobe able to obtain any information as to the present and past interests in those shares ordebentures and the names and addresses of the persons interested and of any persons who act orhave acted on their behalf in relation to the shares or debentures.

(2) For the purposes of this section, a person shall be deemed to have an interest in a share ordebenture if he has any right to acquire or dispose of the share or debenture or any interesttherein or to vote in respect thereof, or if his consent is necessary for the exercise of any ofthe rights of other persons interested therein, or if other persons interested therein can berequired or are accustomed to exercise their rights in accordance with his instructions.

(3) Any person who fails to give any information required of him under this section, or who ingiving any such information makes any statement which he knows to be false in a materialparticular, or recklessly makes any statement which is false in a material particular, shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or toimprisonment for a term not exceeding 12 months or to both.

(4) This section shall apply to a banking corporation but nothing therein shall, subject to the


provisions of the Banking Act, require disclosure by a banking corporation to the Minister ofany information as to the affairs of any of its customers other than the corporation of which itis the banker.

(5) The Minister may by notification in the Gazette delegate his powers under this sectioneither generally or in any particular case to a committee of a securities exchange that has beenapproved by him under any written law relating to the securities industry or to any body, panelor committee that has been established to advise him on matters connected with the securitiesindustry.

(6) A committee of a securities exchange or any body, panel or committee referred to insubsection (5) in the discharge of its powers under that subsection shall keep the Ministerinformed of any information obtained under this section.

(7) Notwithstanding any delegation of his powers under this section, the Minister may exerciseany of the powers conferred upon him under this section.

Power to impose restrictions on shares or debentures.

245.

-(1) Where in connection with an investigation under section 243 or 244 it appears to theMinister that there is difficulty in finding out the relevant facts about any shares, whetherissued or to be issued, the Minister may by order published in the Gazette direct that theshares are until further order subject to the following restrictions:

(a) that any transfer of those shares or any exercise of the right to acquire or dispose ofthose shares or in the case of unissued shares any transfer of the right to be issued therewithand any issue thereof, shall be void;

(b) that no voting rights shall be exercisable in respect of those shares;

(c) that no further shares shall be issued in right of those shares or in pursuance of any offermade to the holder thereof; and

(d) that, except in a liquidation, no payment shall be made of any sums due from the company onthose shares, whether in respect of capital or otherwise.

(2) Any order of the Minister directing that shares shall cease to be subject to therestrictions referred to in subsection (1) which is expressed to be made with a view topermitting a transfer of those shares may continue the application of subsection (1) (c) and(d), in relation to those shares, either in whole or in part, so far as those paragraphs relateto any right acquired or offer made before the transfer.

(3) Where any shares are for the time being subject to any restrictions referred to insubsection (1), any person who -

(a) having knowledge that the shares are subject to any such restrictions, exercises or purportsto exercise any right to dispose of those shares, or of any right to be issued with the shares;

(b) votes in respect of those shares, whether as holder or proxy, or appoints a proxy to vote inrespect thereof; or

(c) being the holder of any of those shares, fails to notify the fact of their being subject tothose restrictions to any person whom he does not know to be aware of that fact but does know to


be entitled, apart from those restrictions, to vote in respect of those shares whether as holderor proxy, shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.

(4) Where shares in any company are issued in contravention of the restrictions imposed pursuantto subsection (1) the company and every officer of the company who is in default shall be guiltyof an offence and shall be liable on conviction to a fine not exceeding $5,000 or toimprisonment for a term not exceeding 12 months.

(5) A prosecution shall not be instituted under this section except with the consent of thePublic Prosecutor.

(6) This section shall apply in relation to debentures as it applies in relation to shares.

Inspectors appointed in other countries.

246.

Where -

(a) under a corresponding law of another country an inspector has been appointed to investigatethe affairs of a corporation; and

(b) the Minister is of the opinion that, in connection with that investigation, it is expedientthat an investigation be made in Singapore, the Minister may by notice declare that theinspector so appointed shall have the same powers and duties in Singapore in relation to theinvestigation as if the corporation were a declared company and the inspector had been appointedunder section 231 and thereupon the inspector shall have those powers and duties.

PART X WINDING UP

Division 1 - Preliminary

PART X WINDING UP

Division 1 - Preliminary

Modes of winding up.

247.

The winding up of a company may be either -

(a) by the Court; or

(b) voluntary.

Application of this Division.

248.

Unless inconsistent with the context or subject-matter, the provisions of this Act with respectto winding up shall apply to the winding up of a company in either of those modes.

Government bound by certain provisions.

249.

The provisions of this Part relating to the remedies against the property of a company, thepriorities of debts and the effect of an arrangement with creditors shall bind the Government.

Liability as contributories of present and past members.


250.

-(1) On a company being wound up, every present and past member shall be liable to contribute tothe assets of the company to an amount sufficient for payment of its debts and liabilities andthe costs, charges and expenses of the winding up and for the adjustments of the rights of thecontributories among themselves, subject to subsection (2) and the following qualifications:

(a) a past member shall not be liable to contribute if he has ceased to be a member for one yearor more before the commencement of the winding up;

(b) a past member shall not be liable to contribute in respect of any debt or liability of thecompany contracted after he ceased to be a member;

(c) a past member shall not be liable to contribute unless it appears to the Court that theexisting members are unable to satisfy the contributions required to be made by them inpursuance of this Act;

(d) in the case of a company limited by shares, no contribution shall be required from anymember exceeding the amount, if any, unpaid on the shares in respect of which he is liable as apresent or past member;

(e) in the case of a company limited by guarantee, no contribution shall, subject to subsection(4), be required from any member exceeding the amount undertaken to be contributed by him to theassets of the company in the event of its being wound up;

(f) nothing in this Act shall invalidate any provision contained in any policy of insurance orother contract whereby the liability of individual members on the policy or contract isrestricted or whereby the funds of the company are alone made liable in respect of the policy orcontract;

(g) a sum due to any member in his character of a member by way of dividends, profits orotherwise shall not be a debt of the company payable to that member in a case of competitionbetween himself and any other creditor not a member, but any such sum may be taken into accountfor the purpose of the final adjustment of the rights of the contributories among themselves.

Unlimited liability of directors.

(2) In the winding up of a limited company any director, whether past or present, whoseliability is unlimited shall in addition to his liability, if any, to contribute as an ordinarymember be liable to make a further contribution as if he were, at the commencement of thewinding up, a member of an unlimited company.

(3) Notwithstanding anything in subsection (2) -

(a) a past director shall not be liable to make a further contribution if he has ceased to holdoffice for a year or more before the commencement of the winding up;

(b) a past director shall not be liable to make a further contribution in respect of any debt orliability of the company contracted after he ceased to hold office; and

(c) subject to the articles of the company, a director shall not be liable to make a furthercontribution unless the Court considers it necessary to require that contribution in order tosatisfy the debts and liabilities of the company and the costs, charges and expenses of thewinding up.


(4) On the winding up of a company limited by guarantee every member shall be liable, inaddition to the amount undertaken to be contributed by him to the assets of the company in theevent of its being wound up, to contribute to the extent of any sums unpaid on any shares heldby him.

Nature of liability of contributory.

251.

The liability of a contributory shall create a debt accruing due from him at the time when hisliability commenced but payable at the times when calls are made for enforcing the liability.

Contributories in case of death of member.

252.

-(1) If a contributory dies, either before or after he has been placed on the list ofcontributories, his personal representatives shall be liable in due course of administration tocontribute to the assets of the company in discharge of his liability and shall becontributories accordingly, and if they make default in paying any money ordered to be paid bythem proceedings may be taken for administering the estate of the deceased contributory and forcompelling payment thereout of the money due.

Contributories in case of bankruptcy of member.

(2) If a contributory becomes bankrupt or assigns his estate for the benefit of his creditors,either before or after he has been placed on the list of contributories -

(a) his trustee shall represent him for all the purposes of the winding up and shall be acontributory accordingly; and

(b) there may be proved against his estate the estimated value of his liability to future callsas well as calls already made.

Division 2 - Winding up by Court

Subdivision (1) - General

Division 2 - Winding up by Court


Application for winding up.

253.

-(1) A company, whether or not it is being wound up voluntarily, may be wound up under an orderof the Court on the application -

(a) of the company;

(b) of any creditor, including a contingent or prospective creditor, of the company;

(c) of a contributory or any person who is the personal representative of a deceasedcontributory or the Official Assignee of the estate of a bankrupt contributory;

(d) of the liquidator;

(e) of the Minister pursuant to section 241 or on the ground specified in section 254 (1) (d) or(l);


(f) of the judicial manager appointed pursuant to Part VIIIA;

(g) in the case of a company which is carrying on or has carried on banking business, of theMinister charged with the responsibility for finance; or

(h) of the Minister on the ground specified in section 254 (1) (m), or of any two or more ofthose parties.


(a) a person referred to in subsection (1) (c) may not make a winding up application on any ofthe grounds specified in section 254 (1) (a), (b), (c), (e) or (i), unless -

(i) the company has no member; or

(ii) the shares in respect of which the contributory was a contributory or some of them wereoriginally allotted to the contributory, or have been held by him and registered in his name forat least 6 months during the 18 months before the making of the winding up application or havedevolved on him through the death or bankruptcy of a former holder;

(b) a winding up application shall not, if the ground of the application is default in lodgingthe statutory report or in holding the statutory meeting, be made by any person except acontributory or the Minister nor before the expiration of 14 days after the last day on whichthe meeting ought to have been held;

(c) the Court shall not hear the winding up application if made by a contingent or prospectivecreditor until such security for costs has been given as the Court thinks reasonable and a primafacie case for winding up has been established to the satisfaction of the Court; and

(d) the Court shall not, where a company is being wound up voluntarily, make a winding up orderunless it is satisfied that the voluntary winding up cannot be continued with due regard to theinterests of the creditors or contributories.

Circumstances in which company may be wound up by Court.

254.

-(1) The Court may order the winding up if -

(a) the company has by special resolution resolved that it be wound up by the Court;

(b) default is made by the company in lodging the statutory report or in holding the statutorymeeting;

(c) the company does not commence business within a year from its incorporation or suspends itsbusiness for a whole year;

(d) the company has no member;

(e) the company is unable to pay its debts;

(f) the directors have acted in the affairs of the company in their own interests rather than inthe interests of the members as a whole, or in any other manner whatever which appears to beunfair or unjust to other members;


(g) an inspector appointed under Part IX has reported that he is of opinion -

(i) that the company cannot pay its debts and should be wound up; or

(ii) that it is in the interests of the public or of the shareholders or of the creditors thatthe company should be wound up;

(h) when the period, if any, fixed for the duration of the company by the memorandum or articlesexpires or the event, if any, happens on the occurrence of which the memorandum or articlesprovide that the company is to be dissolved;

(i) the Court is of opinion that it is just and equitable that the company be wound up;

(j) the company has held a licence under any written law relating to banking, and that licencehas been revoked or has expired and has not been renewed;

(k) the company has carried on banking business in Singapore in contravention of the provisionsof any written law relating to banking;

(l) the company has carried on multi-level marketing or pyramid selling in contravention of anywritten law that prohibits multi-level marketing or pyramid selling; or

(m) the company is being used for an unlawful purpose or for purposes prejudicial to publicpeace, welfare or good order in Singapore or against national security or interest.

Definition of inability to pay debts.

(2) A company shall be deemed to be unable to pay its debts if -

(a) a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding$10,000 then due has served on the company by leaving at the registered office a demand underhis hand or under the hand of his agent thereunto lawfully authorised requiring the company topay the sum so due, and the company has for 3 weeks thereafter neglected to pay the sum or tosecure or compound for it to the reasonable satisfaction of the creditor;

(b) execution or other process issued on a judgment, decree or order of any court in favour of acreditor of the company is returned unsatisfied in whole or in part; or

(c) it is proved to the satisfaction of the Court that the company is unable to pay its debts;and in determining whether a company is unable to pay its debts the Court shall take intoaccount the contingent and prospective liabilities of the company.

(3) For the purpose of subsection (1) (m), a certificate issued by the Minister charged with theresponsibility for internal security stating that he is satisfied that the company referred toin the certificate is being used for purposes against national security or interest shall beconclusive evidence that the company is being used for such purposes.

(4) Upon the making of an application by the Minister under section 253 (1) (h) for the windingup of a company under subsection (1) (m) on the ground that it is being used for purposesagainst national security or interest, the Court, upon the application of the Minister, may,pending the hearing of the winding up application or the making of a winding up order, make -

(a) an order restraining the company or its directors, manager, officers or employees from doingany act or from carrying out any activity as may be specified in the order; and


(b) such other interim orders as the Court thinks fit.

(5) Any person who acts in contravention of an order made by the Court under subsection (4)shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000or to imprisonment for a term not exceeding 2 years or to both.

Commencement of winding up.

255.

-(1) Where before the making of a winding up application a resolution has been passed by thecompany for voluntary winding up, the winding up of the company shall be deemed to havecommenced at the time of the passing of the resolution, and, unless the Court on proof of fraudor mistake thinks fit otherwise to direct, all proceedings taken in the voluntary winding upshall be deemed to have been validly taken.

(2) In any other case the winding up shall be deemed to have commenced at the time of the makingof the application for the winding up.

Payment of preliminary costs, etc.

256.

-(1) The persons, other than the company itself or the liquidator thereof, on whose applicationany winding up order is made, shall at their own cost prosecute all proceedings in the windingup until a liquidator has been appointed under this Part.

(2) The liquidator shall, unless the Court orders otherwise, reimburse the applicant out of theassets of the company the taxed costs incurred by the applicant in any such proceedings.

(3) Where the company has no assets or has insufficient assets, and in the opinion of theMinister any fraud has been committed by any person in the promotion or formation of the companyor by any officer of the company in relation to the company since the formation thereof, thetaxed costs or so much of them as is not so reimbursed may, with the approval in writing of theMinister, to an extent specified by the Minister but not in any case exceeding $3,000, bereimbursed to the applicant out of moneys provided by Parliament for the purpose.

As to costs when order made on application of company or liquidator.

(4) Where any winding up order is made upon the application of the company or the liquidatorthereof, the costs incurred shall, subject to any order of the Court, be paid out of assets ofthe company in like manner as if they were the costs of any other applicant.

Powers of Court on hearing winding up application.

257.

-(1) On hearing a winding up application, the Court may dismiss it with or without costs oradjourn the hearing conditionally or unconditionally or make any interim or other order that itthinks fit, but the Court shall not refuse to make a winding up order on the ground only thatthe assets of the company have been mortgaged to an amount equal to or in excess of those assetsor that the company has no assets or in the case of an application by a contributory that therewill be no assets available for distribution amongst the contributories.

(2) The Court may on the winding up application coming on for hearing or at any time on theapplication of the person making the winding up application, the company, or any person who has


given notice that he intends to appear on the hearing of the winding up application -

(a) direct that any notices be given or any steps taken before or after the hearing of thewinding up application;

(b) dispense with any notices being given or steps being taken which are required by this Act,or by the rules made thereunder, or by any prior order of the Court;

(c) direct that oral evidence be taken on the winding up application or any matter relatingthereto;

(d) direct a speedy hearing or trial of the winding up application or any issue or matter;

(e) allow the winding up application to be amended or withdrawn; and

(f) give such directions as to the proceedings as the Court thinks fit.

(3) Where the winding up application is made on the ground of default in lodging the statutoryreport or in holding the statutory meeting, the Court may, instead of making a winding up order,direct that the statutory report shall be lodged or that a meeting shall be held and may orderthe costs to be paid by any persons who, in the opinion of the Court, are responsible for thedefault.

Power to stay or restrain proceedings against company.

258.

At any time after the making of a winding up application and before a winding up order has beenmade, the company or any creditor or contributory may, where any action or proceeding againstthe company is pending, apply to the Court to stay or restrain further proceedings in the actionor proceeding, and the Court may stay or restrain the proceedings accordingly on such terms asit thinks fit.

Avoidance of dispositions of property, etc.

259.

Any disposition of the property of the company, including things in action, and any transfer ofshares or alteration in the status of the members of the company made after the commencement ofthe winding up by the Court shall unless the Court otherwise orders be void.

Avoidance of certain attachments, etc.

260.

Any attachment, sequestration, distress or execution put in force against the estate or effectsof the company after the commencement of the winding up by the Court shall be void.

Winding up application to be lis pendens.

261.

Any application for winding up a company shall constitute a lis pendens within the meaning ofany law relating to the effect of a lis pendens upon purchasers or mortgagees.

Copy of order to be lodged, etc.

262.

-(1) Within 7 days after the making of a winding up order, the applicant for the winding up


order shall lodge with the Registrar notice of -

(a) the order and its date; and

(b) the name and address of the liquidator.

(2) On the passing and entering of the winding up order, the applicant for the winding up ordershall within 7 days -

(a) lodge an office copy of the order with the Official Receiver and a copy of the order withthe Registrar;

(b) cause a copy to be served upon the secretary of the company or upon such other person or insuch manner as the Court directs; and

(c) deliver a copy to the liquidator with a statement that the requirements of this subsectionhave been complied with.

Actions stayed on winding up order.

(3) When a winding up order has been made or a provisional liquidator has been appointed, noaction or proceeding shall be proceeded with or commenced against the company except -

(a) by leave of the Court; and

(b) in accordance with such terms as the Court imposes.

Effect of order.

(4) Subject to section 322A, an order for winding up a company shall operate in favour of allthe creditors and contributories of the company as if made on the joint application of acreditor and of a contributory.

(5) If default is made in complying with subsection (1) or (2), the applicant for the winding uporder shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$1,000 and also to a default penalty.

Subdivision (2) - Liquidators

Subdivision (2) - Liquidators

Appointment, style, etc., of liquidators.

263.

The following provisions with respect to liquidators shall have effect on a winding up orderbeing made:

(a) if an approved liquidator, other than the Official Receiver, is not appointed to be theliquidator of the company, the Official Receiver shall by virtue of his office become theprovisional liquidator and shall continue to act as such until he or another person becomesliquidator and is capable of acting as such;

(b) if there is no liquidator appointed, the Official Receiver shall summon separate meetings ofthe creditors and contributories of the company for the purpose of determining whether or not anapplication is to be made to the Court for appointing a liquidator in the place of the OfficialReceiver;


(c) the Court may make any appointment and order required to give effect to any suchdetermination, and, if there is a difference between the determinations of the meetings of thecreditors and contributories in respect of the matter aforesaid, the Court shall decide thedifference and make such order thereon as the Court may think fit;

(d) in a case where a liquidator is not appointed by the Court, the Official Receiver shall bethe liquidator of the company;

(da) in a case where a winding up order is made under section 254 (1) (m) on the ground that thecompany is being used for purposes against national security or interest, the Official Receivershall be the liquidator of the company;

(e) the Official Receiver shall by virtue of his office be the liquidator during any vacancy;

(f) any vacancy in the office of a liquidator appointed by the Court may be filled by the Court;

(g) a liquidator shall be described, where a person other than the Official Receiver isliquidator, by the style of "the liquidator", and, where the Official Receiver is liquidator, bythe style of "the Official Receiver and liquidator", of the particular company in respect ofwhich he is appointed, and not by his individual name.

Provisions where person other than Official Receiver is appointed liquidator.

264.

Where in the winding up of a company by the Court, a person other than the Official Receiver, isappointed liquidator, that person -

(a) shall not be capable of acting as liquidator until he has notified his appointment to theRegistrar and given security in the prescribed manner to the satisfaction of the OfficialReceiver; and

(b) shall give the Official Receiver such information and such access to and facilities forinspecting the books and documents of the company, and generally such aid as may be required forenabling that officer to perform his duties under this Act.

Control of unofficial liquidators by Official Receiver.

265.

-(1) Where in the winding up of a company by the Court, a person, other than the OfficialReceiver, is the liquidator the Official Receiver shall take cognizance of his conduct and ifthe liquidator does not faithfully perform his duties and duly observe all the requirementsimposed on him by any written law or otherwise with respect to the performance of his duties, orif any complaint is made to the Official Receiver by any creditor or contributory in regardthereto, the Official Receiver shall inquire into the matter, and take such action thereon as hemay think expedient.

(2) The Official Receiver may at any time require any such liquidator of a company which isbeing wound up by the Court to answer any inquiry in relation to any winding up in which he isengaged, and may, if the Official Receiver thinks fit, apply to the Court to examine him or anyother person on oath concerning the winding up.

(3) The Official Receiver may also direct a local investigation to be made of the books andvouchers of such liquidator.


Control of Official Receiver by Minister.

266.

The Minister shall take cognizance of the conduct of the Official Receiver and of all AssistantOfficial Receivers who are concerned in the liquidation of companies, and if any such persondoes not faithfully perform his duties and duly observe all the requirements imposed on him byany written law or otherwise with respect to the performance of his duties, or if any complaintis made to the Minister by any creditor or contributory in regard thereto, the Minister shallinquire into the matter, and take such action thereon as he may think expedient, and may directa local investigation to be made of the books and vouchers of such person.

Provisional liquidator.

267.

The Court may appoint the Official Receiver or an approved liquidator provisionally at any timeafter the making of a winding up application and before the making of a winding up order and theprovisional liquidator shall have and may exercise all the functions and powers of a liquidator,subject to such limitations and restrictions as may be prescribed by the Rules or as the Courtmay specify in the order appointing him.

General provisions as to liquidators.

268.

-(1) A liquidator appointed by the Court may resign or on cause shown be removed by the Court.

(2) A provisional liquidator, other than the Official Receiver, shall be entitled to receivesuch salary or remuneration by way of percentage or otherwise as is determined by the Court.

(3) A liquidator, other than the Official Receiver, shall be entitled to receive such salary orremuneration by way of percentage or otherwise as is determined -

(a) by agreement between the liquidator and the committee of inspection, if any;

(b) failing such agreement, or where there is no committee of inspection by a resolution passedat a meeting of creditors by a majority of not less than 75% in value and 50% in number of thecreditors present in person or by proxy and voting at the meeting and whose debts have beenadmitted for the purpose of voting, which meeting shall be convened by the liquidator by anotice to each creditor to which notice shall be attached a statement of all receipts andexpenditure by the liquidator and the amount of remuneration sought by him; or

(c) failing a determination in a manner referred to in paragraph (a) or (b), by the Court.

(4) Where the salary or remuneration of a liquidator is determined in the manner specified insubsection (3) (a), the Court may, on the application of a member or members whose shareholdingor shareholdings represents or represent in the aggregate not less than 10% of the issuedcapital of the company (excluding treasury shares), confirm or vary the determination.

(5) Where the salary or remuneration of a liquidator is determined in the manner specified insubsection (3) (b), the Court may, on the application of the liquidator or a member or membersreferred to in subsection (4), confirm or vary the determination.

(6) Subject to any order of the Court, the Official Receiver when acting as a liquidator orprovisional liquidator of a company shall be entitled to receive such salary or remuneration byway of percentage or otherwise as is prescribed.


(7) If more than one liquidator is appointed by the Court, the Court shall declare whetheranything by this Act required or authorised to be done by the liquidator is to be done by all orany one or more of the persons appointed.

(8) Subject to this Act, the acts of a liquidator shall be valid notwithstanding any defectsthat may afterwards be discovered in his appointment or qualification.

Custody and vesting of company's property.

269.

-(1) Where a winding up order has been made or a provisional liquidator has been appointed, theliquidator or provisional liquidator shall take into his custody or under his control all theproperty and things in action to which the company is or appears to be entitled.

(2) The Court may, on the application of the liquidator, by order direct that all or any part ofthe property of whatever description belonging to the company or held by trustees on its behalfshall vest in the liquidator and thereupon the property to which the order relates shall vestaccordingly and the liquidator may, after giving such indemnity, if any, as the Court directs,bring or defend any action or other legal proceeding which relates to that property or which itis necessary to bring or defend for the purpose of effectually winding up the company andrecovering its property.

(3) Where an order is made under this section, every liquidator of a company in relation towhich the order is made shall lodge within 7 days of the making of the order -

(a) a copy of the order with the Registrar; and

(b) where the order relates to land, an office copy of the order with the appropriate authorityconcerned with the registration or recording of dealings in that land, and every liquidator whomakes default in complying with this section shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $2,000 and also to a default penalty.

(4) No vesting order referred to in this section shall have any effect or operation intransferring or otherwise vesting land until an appropriate entry or memorandum thereof is madeby or with the appropriate authority.

Statement of company's affairs to be submitted to Official Receiver.

270.

-(1) There shall be made out and verified in the prescribed form and manner and submitted to theOfficial Receiver or the liquidator, as the case requires, a statement as to the affairs of thecompany as at the date of the winding up order showing -

(a) the particulars of its assets, debts and liabilities;

(b) the names and addresses of its creditors;

(c) the securities held by them respectively;

(d) the dates when the securities were respectively given; and

(e) such further information as is prescribed or as the Official Receiver or the liquidatorrequires.


(2) The statement shall be submitted by one or more of the persons who are, at the date of thewinding up order, directors, and by the secretary of the company, or by such of the personshereinafter mentioned as the Official Receiver or the liquidator, subject to the direction ofthe Court, requires, that is to say, persons -

(a) who are or have been officers of the company;

(b) who have taken part in the formation of the company at any time within one year before thedate of the winding up order; or

(c) who are or have been within that period officers of or in the employment of a corporationwhich is, or within that period was, an officer of the company to which the statement relates.

(3) The statement shall be submitted within 14 days after the date of the winding up order orwithin such extended time as the Official Receiver or the liquidator or the Court for specialreasons specifies, and the Official Receiver or the liquidator shall within 7 days after itsreceipt cause a copy of the statement to be filed with the Court and lodged with the Registrarand, where the Official Receiver is not the liquidator, shall cause a copy to be lodged with theOfficial Receiver.

(4) Any person making or concurring in making the statement required by this section may,subject to the rules, be allowed, and be paid, out of the assets of the company, such costs andexpenses incurred in and about the preparation and making of the statement as the OfficialReceiver or the liquidator considers reasonable subject to an appeal to the Court.

(5) Every person who, without reasonable excuse, makes default in complying with therequirements of this section shall be guilty of an offence and shall be liable on conviction toa fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both andalso to a default penalty.

Report by liquidator.

271.

-(1) The liquidator shall as soon as practicable after receipt of the statement of affairssubmit a preliminary report to the Court or if the liquidator is not the Official Receiver, tothe Official Receiver -

(a) as to the amount of capital issued, subscribed and paid up and the estimated amount ofassets and liabilities;

(b) if the company has failed, as to the causes of the failure; and

(c) whether, in his opinion, further inquiry is desirable as to any matter relating to thepromotion, formation or failure of the company or the conduct of the business thereof.

(2) The liquidator may also, if he thinks fit, make further reports to the Court or if theliquidator is not the Official Receiver, to the Official Receiver stating the manner in whichthe company was formed and whether in his opinion any fraud has been committed or any materialfact has been concealed by any person in its promotion or formation or by any officer inrelation to the company since its formation, and whether any officer of the company hascontravened or failed to comply with any of the provisions of this Act, and specifying any othermatter which in his opinion it is desirable to bring to the notice of the Court.


Powers of liquidator.

272.

-(1) The liquidator may with the authority either of the Court or of the committee of inspection-

(a) carry on the business of the company so far as is necessary for the beneficial winding upthereof, but the authority shall not be necessary to so carry on the business during the 4 weeksnext after the date of the winding up order;

(b) subject to section 328 pay any class of creditors in full;

(c) make any compromise or arrangement with creditors or persons claiming to be creditors orhaving or alleging themselves to have any claim present or future, certain or contingent,ascertained or sounding only in damages against the company, or whereby the company may berendered liable;

(d) compromise any calls and liabilities to calls, debts and liabilities capable of resulting indebts and any claims present or future, certain or contingent, ascertained or sounding only indamages subsisting, or supposed to subsist, between the company and a contributory or otherdebtor or person apprehending liability to the company, and all questions in any way relating toor affecting the assets or the winding up of the company, on such terms as are agreed, and takeany security for the discharge of any such call, debt, liability or claim, and give a completedischarge in respect thereof; and

(e) appoint a solicitor to assist him in his duties.

(2) The liquidator may -

(a) bring or defend any action or other legal proceeding in the name and on behalf of thecompany;

(b) compromise any debt due to the company, other than calls and liabilities for calls and otherthan a debt where the amount claimed by the company to be due to it exceeds $1,500;

(c) sell the immovable and movable property and things in action of the company by publicauction, public tender or private contract with power to transfer the whole thereof to anyperson or company or to sell the same in parcels;

(d) do all acts and execute in the name and on behalf of the company all deeds, receipts andother documents and for that purpose use when necessary the company's seal;

(e) prove, rank and claim in the bankruptcy of any contributory or debtor for any balanceagainst his estate, and receive dividends in the bankruptcy in respect of that balance as aseparate debt due from the bankrupt, and rateably with the other separate creditors;

(f) draw, accept, make and indorse any bill of exchange or promissory note in the name and onbehalf of the company with the same effect with respect to the liability of the company as ifthe bill or note had been drawn, accepted, made or indorsed by or on behalf of the company inthe course of its business;

(g) raise on the security of the assets of the company any money required;

(h) take out letters of administration of the estate of any deceased contributory or debtor, and


do any other act necessary for obtaining payment of any money due from a contributory or debtoror his estate which cannot be conveniently done in the name of the company, and in all suchcases the money due shall for the purposes of enabling the liquidator to take out the letters ofadministration or recover the money be deemed due to the liquidator himself;

(i) appoint an agent to do any business which the liquidator is unable to do himself; and

(j) do all such other things as are necessary for winding up the affairs of the company anddistributing its assets.

(3) The exercise by the liquidator of the powers conferred by this section shall be subject tothe control of the Court, and any creditor or contributory may apply to the Court with respectto any exercise or proposed exercise of any of those powers.

Exercise and control of liquidator's powers.

273.

-(1) Subject to this Part, the liquidator shall in the administration of the assets of thecompany and in the distribution thereof among its creditors have regard to any directions givenby resolution of the creditors or contributories at any general meeting or by the committee ofinspection, and any directions so given by the creditors or contributories shall, in case ofconflict, override any directions given by the committee of inspection.

(2) The liquidator may summon general meetings of the creditors or contributories for thepurpose of ascertaining their wishes, and he shall summon meetings at such times as thecreditors or contributories by resolution direct or whenever requested in writing to do so bynot less than 10% in value of the creditors or contributories.

(3) The liquidator may apply to the Court for directions in relation to any particular matterarising under the winding up.

(4) Subject to this Part, the liquidator shall use his own discretion in the management of theaffairs and property of the company and the distribution of its assets.

Payment by liquidator into bank.

274.

-(1) Every liquidator shall, in the manner and at the times prescribed by the rules, pay themoney received by him into such bank account as is prescribed by those rules or as is specifiedby the Court.

(2) If any liquidator retains for more than 10 days a sum exceeding $1,000, or such other amountas the Court in any particular case authorises him to retain, then, unless he explains theretention to the satisfaction of the Court, he shall pay interest on the amount so retained inexcess, computed from the expiration of the abovementioned 10 days, until he has complied withsubsection (1) at the rate of 20% per annum, and shall be liable -

(a) to disallowance of all or such part of his remuneration as the Court thinks just;

(b) to be removed from his office by the Court; and

(c) to pay any expenses occasioned by reason of his default.

(3) Any liquidator who pays any sums received by him as liquidator into any bank or account


other than the bank or account prescribed or specified under subsection (1) shall be guilty ofan offence.

Release of liquidators and dissolution of company.

275.

When the liquidator -

(a) has realised all the property of the company or so much thereof as can in his opinion berealised, without needlessly protracting the liquidation, and has distributed a final dividend,if any, to the creditors and adjusted the rights of the contributories among themselves and madea final return, if any, to the contributories; or

(b) has resigned or has been removed from his office, he may apply to the Court -

(i) for an order that he be released; or

(ii) for an order that he be released and that the company be dissolved.

As to orders for release or dissolution.

276.

-(1) Where an order is made that the company be dissolved, the company shall from the date ofthe order be dissolved accordingly.

(2) The Court -

(a) may cause a report on the accounts of a liquidator, not being the Official Receiver, to beprepared by the Official Receiver or by a public accountant appointed by the Court;

(b) on the liquidator complying with all the requirements of the Court, shall take intoconsideration the report and any objection which is urged by the Official Receiver, auditor orany creditor or contributory or other person interested against the release of the liquidator;and

(c) shall either grant or withhold the release accordingly.

(3) Where the release of a liquidator is withheld, the Court may, on the application of anycreditor or contributory or person interested, make such order as it thinks just charging theliquidator with the consequences of any act or default which he may have done or made contraryto his duty.

(4) An order of the Court releasing the liquidator shall discharge him from all liability inrespect of any act done or default made by him in the administration of the affairs of thecompany or otherwise in relation to his conduct as liquidator, but any such order may be revokedon proof that it was obtained by fraud or by suppression or concealment of any material fact.

(5) Where the liquidator has not previously resigned or been removed his release shall operateas a removal from office.

(6) Where the Court has made -

(a) an order that the liquidator be released; or


(b) an order that the liquidator be released and that the company be dissolved, a copy of theorder and an office copy of the order shall, within 14 days after the making thereof, be lodgedby the liquidator with the Registrar and with the Official Receiver, respectively and aliquidator who makes default in complying with the requirements of this subsection shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and alsoto a default penalty.

Subdivision (3) - Committees of inspection

Subdivision (3) - Committees of inspection

Meetings to determine whether committee of inspection to be appointed.

277.

-(1) The liquidator may, and shall, if requested by any creditor or contributory, summonseparate meetings of the creditors and contributories for the purpose of determining whether ornot the creditors or contributories require the appointment of a committee of inspection to actwith the liquidator, and if so who are to be members of the committee.

(2) If there is a difference between the determinations of the meetings of the creditors andcontributories the Court shall decide the difference and make such order as it thinks fit.

Constitution and proceedings of committee of inspection.

278.

-(1) The committee of inspection shall consist of creditors and contributories of the company orpersons holding -

(a) general powers of attorney from creditors or contributories; or

(b) special authorities from creditors or contributories authorising the persons named thereinto act on such a committee, appointed by the meetings of creditors and contributories in suchproportions as are agreed or, in case of difference, as are determined by the Court.

(2) The committee shall meet at such times and places as it may from time to time appoint, andthe liquidator or any member of the committee may also call a meeting of the committee as hethinks necessary.

(3) The committee may act by a majority of its members present at a meeting, but shall not actunless a majority of the committee is present.

(4) A member of the committee may resign by notice in writing signed by him and delivered to theliquidator.

(5) If a member of the committee becomes bankrupt or assigns his estate for the benefit of hiscreditors or makes an arrangement with his creditors pursuant to any written law relating tobankruptcy or is absent from 5 consecutive meetings of the committee without the leave of thosemembers who together with himself represent the creditors or contributories, as the case may be,his office shall thereupon become vacant.

(6) A member of the committee may be removed by an ordinary resolution at a meeting ofcreditors, if he represents creditors, or of contributories, if he represents contributories, ofwhich meeting 7 days' notice has been given stating the object of the meeting.

(7) A vacancy in the committee may be filled by the appointment by the committee of the same oranother creditor or contributory or person holding a general power of attorney or special


authority as specified in subsection (1).

(8) The liquidator may at any time of his own motion and shall within 7 days after the requestin writing of a creditor or contributory summon a meeting of creditors or of contributories, asthe case requires, to consider any appointment made pursuant to subsection (7), and the meetingmay confirm the appointment or revoke the appointment and appoint another creditor orcontributory or person holding a general power of attorney or special authority as specified insubsection (1), as the case requires, in his stead.

(9) The continuing members of the committee if not less than two may act notwithstanding anyvacancy in the committee.

Subdivision (4) - General powers of Court

Subdivision (4) - General powers of Court

Power to stay winding up.

279.

-(1) At any time after an order for winding up has been made, the Court may, on the applicationof the liquidator or of any creditor or contributory and on proof to the satisfaction of theCourt that all proceedings in relation to the winding up ought to be stayed, make an orderstaying the proceedings either altogether or for a limited time on such terms and conditions asthe Court thinks fit.

(2) On any such application the Court may, before making an order, require the liquidator tofurnish a report with respect to any facts or matters which are in his opinion relevant.

(3) A copy of an order made under this section and an office copy of such an order shall belodged by the company with the Registrar and the Official Receiver, respectively, within 14 daysafter the making of the order.


Settlement of list of contributories and application of assets.

280.

-(1) As soon as possible after making a winding up order, the Court shall settle a list ofcontributories and may rectify the register of members in all cases where rectification isrequired in pursuance of this Part and shall cause the assets of the company to be collected andapplied in discharge of its liabilities.

(2) Notwithstanding subsection (1), where it appears to the Court that it will not be necessaryto make calls on or adjust the rights of contributories, the Court may dispense with thesettlement of a list of contributories.

(3) In settling the list of contributories, the Court shall distinguish between persons who arecontributories in their own right and persons who are contributories as being representatives ofor liable for the debts of others.

(4) The list of contributories, when settled, shall be prima facie evidence of the liabilitiesof the persons named therein as contributories.

Payment of debts due by contributory, to company, and extent to which set-off allowed.


281.

-(1) The Court may make an order directing any contributory for the time being on the list ofcontributories to pay to the company, in the manner directed by the order, any money due fromhim or from the estate of the person whom he represents, exclusive of any money payable by himor the estate by virtue of any call in pursuance of this Act, and may -

(a) in the case of an unlimited company, allow to the contributory by way of set-off any moneydue to him or to the estate which he represents from the company on any independent dealing orcontract but not any money due to him as a member of the company in respect of any dividend orprofit; and

(b) in the case of a limited company, make to any director whose liability is unlimited or tohis estate the like allowance, and in the case of any company whether limited or unlimited, whenall the creditors are paid in full, any money due on any account whatever to a contributory fromthe company may be allowed to him by way of set-off against any subsequent call.

Power of Court to make calls.

(2) The Court may either before or after it has ascertained the sufficiency of the assets of thecompany -

(a) make calls on all or any of the contributories for the time being on the list ofcontributories, to the extent of their liability, for payment of any money which the Courtconsiders necessary to satisfy the debts and liabilities of the company and the costs, chargesand expenses of winding up and for the adjustment of the rights of the contributories amongthemselves; and

(b) make an order for payment of any calls so made, and, in making a call, may take intoconsideration the probability that some of the contributories may partly or wholly fail to paythe call.

Payment into bank of moneys due to company.

(3) The Court may order any contributory, purchaser or other person from whom money is due tothe company to pay the amount due into some bank, named in such order, to the account of theliquidator instead of to the liquidator, and any such order may be enforced in the same manneras if it had directed payment to the liquidator.

(4) All moneys and securities paid or delivered into any bank pursuant to this Division shall besubject in all respects to orders of the Court.

Order on contributory conclusive evidence.

(5) An order made by the Court under this section shall, subject to any right of appeal, beconclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid isdue, and all other pertinent matters stated in the order shall be taken to be truly stated asagainst all persons and in all proceedings.

Appointment of special manager.

282.

-(1) The liquidator may, if satisfied that the nature of the estate or business of the company,or the interests of the creditors or contributories generally, require the appointment of aspecial manager of the estate or business of the company other than himself, apply to the Court


which may appoint a special manager of the estate or business to act during such time as theCourt directs with such powers, including any of the powers of a receiver or manager, as areentrusted to him by the Court.

(2) The special manager -

(a) shall give such security and account in such manner as the Court directs;

(b) shall receive such remuneration as is fixed by the Court; and

(c) may at any time resign after giving not less than one month's notice in writing to theliquidator of his intention to resign, or on cause shown be removed by the Court.

Claims of creditors and distribution of assets.

283.

-(1) The Court may fix a date on or before which creditors are to prove their debts or claims orafter which they will be excluded from the benefit of any distribution made before those debtsare proved.

(2) The Court shall adjust the rights of the contributories among themselves and distribute anysurplus among the persons entitled thereto.

(3) The Court may, in the event of the assets being insufficient to satisfy the liabilities,make an order as to the payment out of the assets of the costs, charges and expenses incurred inthe winding up in such order of priority as the Court thinks fit.

Inspection of books by creditors and contributories.

284.

The Court may make such order for inspection of the books and papers of the company by creditorsand contributories as the Court thinks just, and any books and papers in the possession of thecompany may be inspected by creditors or contributories accordingly, but not further orotherwise.

Power to summon persons connected with company.

285.

-(1) The Court may summon before it any officer of the company or person known or suspected tohave in his possession any property of the company or supposed to be indebted to the company, orany person whom the Court considers capable of giving information concerning the promotion,formation, trade dealings, affairs or property of the company.

(2) The Court may examine him on oath concerning the matters mentioned in subsection (1) eitherby word of mouth or on written interrogatories and may cause to be made a record of his answers,and any such record may be used in evidence in any legal proceedings against him.

(3) The Court may require him to produce any books and papers in his custody or power relatingto the company, but where he claims any lien on books or papers the production shall be withoutprejudice to that lien, and the Court shall have jurisdiction to determine all questionsrelating to that lien.

(4) An examination under this section or section 286 may, if the Court so directs and subject tothe Rules, be held before any District Judge named for the purpose by the Court, and the powers


of the Court under this section and section 286 may be exercised by that Judge.

(5) If any person so summoned, after being tendered a reasonable sum for his expenses, refusesto come before the Court at the time appointed, not having a lawful excuse, made known to theCourt at the time of its sitting and allowed by it, the Court may cause him to be apprehendedand brought before the Court for examination.

Power to order public examination of promoters, directors, etc.

286.

-(1) Where the liquidator has made a report under this Part stating that, in his opinion, afraud has been committed or that any material fact has been concealed by any person in thepromotion or formation of the company or by any officer in relation to the company since itsformation or that any officer of the company has failed to act honestly or diligently or hasbeen guilty of any impropriety or recklessness in relation to the affairs of the company, theCourt may, after consideration of the report, direct that the person or officer, or any otherperson who was previously an officer of the company, including any banker, solicitor or auditor,or who is known or suspected to have in his possession any property of the company or issupposed to be indebted to the company or any person whom the Court considers capable of givinginformation concerning the promotion, formation, trade dealings, affairs or property of thecompany, shall attend before the Court on a day appointed and be publicly examined as to thepromotion or formation or the conduct of the business of the company, or in the case of anofficer or former officer as to his conduct and dealings as an officer thereof.

(2) The liquidator and any creditor or contributory may take part in the examination eitherpersonally or by a solicitor.

(3) The Court may put or allow to be put such questions to the person examined as the Courtthinks fit.

(4) The person examined shall be examined on oath and shall answer all such questions as theCourt puts or allows to be put to him.

(5) A person ordered to be examined under this section shall before his examination be furnishedwith a copy of the liquidator's report.

(6) Where a person directed to attend before the Court under subsection (1) applies to the Courtto be exculpated from any charges made or suggested against him, the liquidator shall appear onthe hearing of the application and call the attention of the Court to any matters which appearto him to be relevant and if the Court, after hearing any evidence given or witnesses called bythe liquidator, grants the application the Court may allow the applicant such costs as the Courtin its discretion thinks fit.

(7) The record of the examination -

(a) may be used in evidence in any legal proceedings against the person examined; and

(b) shall, at all reasonable times, be made available to any creditor or contributory for reviewat the court premises.

(8) The Court may if it thinks fit adjourn the examination from time to time.

Power to arrest absconding contributory, director or former director.


287.

The Court, at any time before or after making a winding up order, on proof of probable cause forbelieving that a contributory or a director or former director of the company is about to leaveSingapore or otherwise to abscond or to remove or conceal any of his property for the purpose ofevading payment of calls or of avoiding examination respecting the affairs of the company, maycause the contributory, director or former director to be arrested and his books and papers andmovable personal property to be seized and safely kept until such time as the Court orders.

Delegation to liquidator of certain powers of Court.

288.

Provision may be made by rules enabling or requiring all or any of the powers and dutiesconferred and imposed on the Court by this Part in respect of -

(a) the holding and conducting of meetings to ascertain the wishes of creditors andcontributories;

(b) the settling of lists of contributories, the rectifying of the register of members whererequired, and the collecting and applying of the assets;

(c) the paying, delivery, conveyance, surrender or transfer of money, property, books or papersto the liquidator;

(d) the making of calls and the adjusting of the rights of contributories; and

(e) the fixing of a time within which debts and claims must be proved, to be exercised orperformed by the liquidator as an officer of the Court and subject to the control of the Court,but the liquidator shall not, without the special leave of the Court, rectify the register ofmembers and shall not make any call without either the special leave of the Court or thesanction of the committee of inspection.

Powers of Court cumulative.

289.

-(1) Any powers by this Act conferred on the Court shall be in addition to, and not inderogation of, any existing powers of instituting proceedings against any contributory or debtorof the company or the estate of any contributory or debtor for the recovery of any call or othersums.

(2) Subject to the Rules, an appeal from any order or decision made or given in the winding upof a company shall lie in the same manner and subject to the same conditions as an appeal fromany order or decision of the Court in cases within its ordinary jurisdiction.

Division 3 - Voluntary winding up

Subdivision (1) - Introductory

Division 3 - Voluntary winding up

Subdivision (1) - Introductory

Circumstances in which company may be wound up voluntarily.

290.

-(1) A company may be wound up voluntarily -

(a) when the period, if any, fixed for the duration of the company by the memorandum or articlesexpires or the event, if any, happens, on the occurrence of which the memorandum or articles


provide that the company is to be dissolved and the company in general meeting has passed aresolution requiring the company to be wound up voluntarily; or

(b) if the company so resolves by special resolution.

(2) A company shall -

(a) within 7 days after the passing of a resolution for voluntary winding up, lodge a copy ofthe resolution with the Registrar; and

(b) within 10 days after the passing of the resolution, give notice of the resolution in one ormore newspapers circulating in Singapore.

(3) If the company fails to comply with subsection (2), the company and every officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $1,000 and also to a default penalty.

Provisional liquidator.

291.

-(1) Where the directors of a company have made a statutory declaration in the prescribed formwhich has been lodged with the Official Receiver and have lodged a declaration in the prescribedform with the Registrar -

(a) that the company cannot by reason of its liabilities continue its business; and

(b) that meetings of the company and of its creditors have been summoned for a date within onemonth of the date of the declaration, the directors shall forthwith appoint an approvedliquidator to be the provisional liquidator.

(2) A provisional liquidator shall have and may exercise all the functions and powers of aliquidator in a creditors' winding up subject to such limitations and restrictions as may beprescribed by the Rules.

(3) The appointment of a provisional liquidator under this section shall continue for one monthfrom the date of his appointment or for such further period as the Official Receiver may allowin any particular case or until the appointment of a liquidator, whichever first occurs.

(4) Notice of the appointment of a provisional liquidator under this section together with acopy of the declaration lodged with the Official Receiver shall be advertised within 14 days ofthe appointment of the provisional liquidator in at least 4 local daily newspapers, one eachpublished in the English, Malay, Chinese and Tamil languages.

(5) A provisional liquidator shall be entitled to receive such salary or remuneration by way ofpercentage or otherwise as is prescribed.

Commencement of voluntary winding up.

(6) A voluntary winding up shall commence -

(a) where a provisional liquidator has been appointed before the resolution for voluntarywinding up was passed, at the time when the declaration referred to in subsection (1) was lodgedwith the Registrar; and


(b) in any other case, at the time of the passing of the resolution for voluntary winding up.

Effect of voluntary winding up.

292.

-(1) The company shall from the commencement of the winding up cease to carry on its business,except so far as is in the opinion of the liquidator required for the beneficial winding upthereof, but the corporate state and corporate powers of the company shall, notwithstandinganything to the contrary in its articles, continue until it is dissolved.

(2) Any transfer of shares, not being a transfer made to or with the sanction of the liquidator,and any alteration in the status of the members made after the commencement of the winding up,shall be void.

Declaration of solvency.

293.

-(1) Where it is proposed to wind up a company voluntarily, the directors of the company, or inthe case of a company having more than two directors, the majority of the directors shall, inthe case of a members' voluntary winding up before the date on which the notices of the meetingat which the resolution for the winding up of the company is to be proposed are sent out, make adeclaration to the effect that they have made an inquiry into the affairs of the company, andthat, at a meeting of directors, have formed the opinion that the company will be able to payits debts in full within a period not exceeding 12 months after the commencement of the windingup.

(2) There shall be attached to the declaration a statement of affairs of the company showing, inthe prescribed form -

(a) the assets of the company and the total amount expected to be realised therefrom;

(b) the liabilities of the company; and

(c) the estimated expenses of winding up, made up to the latest practicable date before themaking of the declaration.

(3) A declaration so made shall have no effect for the purposes of this Act unless it is -

(a) made at the meeting of directors referred to in subsection (1);

(b) made within 5 weeks immediately preceding the passing of the resolution for voluntarywinding up; and

(c) lodged with the Registrar before the date on which the notices of the meeting at which theresolution for the winding up of the company is to be proposed are sent out.

(4) A director, who makes a declaration under this section without having reasonable grounds forthe opinion that the company will be able to pay its debts in full within the period stated inthe declaration, shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.

(5) If the company is wound up in pursuance of a resolution for voluntary winding up passedwithin a period of 5 weeks after the making of the declaration, but its debts are not paid orprovided for in full within the period stated in the declaration, it shall be presumed until the


contrary is shown that the director did not have reasonable grounds for his opinion.

Subdivision (2) - Provisions applicable only to members’ voluntary winding up

Subdivision (2) - Provisions applicable only to members' voluntary winding up

Liquidator.

294.

-(1) The company in general meeting shall appoint one or more liquidators for the purpose ofwinding up the affairs and distributing the assets of the company and may fix the remunerationto be paid to him or them.

(2) On the appointment of a liquidator, all the powers of the directors shall cease except sofar as the liquidator or the company in general meeting with the consent of the liquidatorapproves the continuance thereof.

(3) The company may in general meeting convened by any contributory by special resolution ofwhich special notice has been given to the creditors and the liquidators remove any liquidatorbut no such resolution shall be effective to remove a liquidator if the Court, on theapplication of the liquidator or a creditor, has ordered that the liquidator be not removed.

(4) If a vacancy occurs by death, resignation, removal or otherwise in the office of aliquidator, the company in general meeting may fill the vacancy by the appointment of aliquidator and fix the remuneration to be paid to him, and for that purpose a general meetingmay be convened by any contributory, or if there were more liquidators than one by thecontinuing liquidators.

(5) The meeting shall be held in the manner provided by this Act or by the articles or in suchmanner as is, on application by any contributory or by the continuing liquidators, determined bythe Court.

Duty of liquidator to call creditors' meeting in case of insolvency.

295.

-(1) If the liquidator is at any time of the opinion that the company will not be able to pay orprovide for the payment of its debts in full within the period stated in the declaration madeunder section 293, he shall forthwith summon a meeting of the creditors and lay before themeeting a statement of the assets and liabilities of the company and the notice summoning themeeting shall draw the attention of the creditors to the right conferred upon them by subsection(2).

(2) The creditors may, at the meeting summoned under subsection (1), appoint some other personto be the liquidator for the purpose of winding up the affairs and distributing the assets ofthe company instead of the liquidator appointed by the company.

(3) If the creditors appoint some other person under subsection (2), the winding up shallthereafter proceed as if the winding up were a creditors' voluntary winding up.

(4) Within 7 days after a meeting has been held pursuant to subsection (1), the liquidator or ifsome other person has been appointed by the creditors to be the liquidator, the person soappointed shall lodge with the Registrar and with the Official Receiver a notice in theprescribed form and if default is made in complying with this subsection the liquidator or theperson so appointed, as the case requires, shall be guilty of an offence and shall be liable onconviction to a fine not exceeding $800 and also to a default penalty.


Alternative provisions as to annual meetings in case of insolvency.

(5) Where the liquidator has convened a meeting under subsection (1) and the creditors do notappoint a liquidator instead of the liquidator appointed by the company, the winding up shallthereafter proceed as if the winding up were a creditors' voluntary winding up; but theliquidator shall not be required to summon an annual meeting of creditors at the end of thefirst year from the commencement of the winding up if the meeting held under subsection (1) washeld less than 3 months before the end of that year.

Subdivision (3) - Provisions applicable only to creditors’ voluntary winding up

Subdivision (3) - Provisions applicable only to creditors' voluntary winding up

Meeting of creditors.

296.

-(1) The company shall cause a meeting of the creditors of the company to be summoned for theday, or the day next following the day, on which there is to be held the meeting at which theresolution for voluntary winding up is to be proposed, and shall cause the notices of themeeting of creditors to be sent by post to the creditors simultaneously with the sending of thenotices of the meeting of the company.

(2) The company shall convene the meeting at a time and place convenient to the majority invalue of the creditors and shall -

(a) give to the creditors at least 7 clear days' notice by post of the meeting; and

(b) send to each creditor with the notice, a statement showing the names of all creditors andthe amounts of their claims.

(3) The company shall cause notice of the meeting of the creditors to be advertised at least 7days before the date of the meeting in a newspaper circulating in Singapore.

(4) The directors of the company shall-

(a) cause a full statement of the company's affairs showing in respect of assets the method andmanner in which the valuation of the assets was arrived at, together with a list of thecreditors and the estimated amount of their claims to be laid before the meeting of creditors;and

(b) appoint one of their number to attend the meeting.

(5) The director so appointed and the secretary shall attend the meeting and disclose to themeeting the company's affairs and the circumstances leading up to the proposed winding up.

(6) The creditors may appoint one of their number or the director appointed under subsection (4)(b) to preside at the meeting.

(7) The chairman shall at the meeting determine whether the meeting has been held at a time andplace convenient to the majority in value of the creditors and his decision shall be final.

(8) If the chairman decides that the meeting has not been held at a time and place convenient tothat majority, the meeting shall lapse and a further meeting shall be summoned by the company assoon as is practicable.

(9) If the meeting of the company is adjourned and the resolution for winding up is passed at an


adjourned meeting, any resolution passed at the meeting of the creditors shall have effect as ifit had been passed immediately after the passing of the resolution for winding up.

(10) If default is made in complying with this section, the company and any officer of thecompany who is in default shall be guilty of an offence and shall be liable on conviction to afine not exceeding $2,000.

Liquidators.

297.

-(1) The company shall, and the creditors may at their respective meetings, nominate a person tobe liquidator for the purpose of winding up the affairs and distributing the assets of thecompany, and if the creditors and the company nominate different persons the person nominated bythe creditors shall be liquidator, and if no person is nominated by the creditors the personnominated by the company shall be liquidator.

(2) Notwithstanding subsection (1), where different persons are nominated, any director, memberor creditor may, within 7 days after the date on which the nomination was made by the creditors,apply to the Court for an order directing that the person nominated as liquidator by the companyshall be liquidator instead of or jointly with the person nominated by the creditors.

(3) The committee of inspection or, if there is no such committee, the creditors may fix theremuneration to be paid to the liquidator.

(4) On the appointment of a liquidator all the powers of the directors shall cease, except sofar as the committee of inspection, or, if there is no such committee, the creditors, approvethe continuance thereof.

(5) If a liquidator, other than a liquidator appointed by or by the direction of the Court,dies, resigns or otherwise vacates the office, the creditors may fill the vacancy and for thepurpose of so doing a meeting of the creditors may be summoned by any two of their number.

Committee of inspection.

298.

-(1) The creditors at the meeting summoned pursuant to section 295 or 296 or at any subsequentmeeting may, if they think fit, appoint a committee of inspection consisting of not more than 5persons, whether creditors or not and, if such a committee is appointed, the company may, eitherat the meeting at which the resolution for voluntary winding up is passed or at any timesubsequently in general meeting, appoint such number of persons but not more than 5 as it thinksfit to act as members of the committee.

(2) Notwithstanding subsection (1), the creditors may, if they think fit, resolve that all orany of the persons so appointed by the company ought not to be members of the committee ofinspection and, if the creditors so resolve, the persons mentioned in the resolution shall not,unless the Court otherwise directs, be qualified to act as members of the committee, and on anyapplication to the Court under this subsection the Court may, if it thinks fit, appoint otherpersons to act as such members in place of the persons mentioned in the resolution.

(3) Subject to this section and the rules made under this Act, the provisions of Subdivision (3)of Division 2 relating to the proceedings of and vacancies in committees of inspection shallapply with respect to a committee of inspection appointed under this section.

Property and proceedings.


299.

-(1) Any attachment, sequestration, distress or execution put in force against the estate oreffects of the company after the commencement of a creditors' voluntary winding up shall bevoid.

(2) After the commencement of the winding up no action or proceeding shall be proceeded with orcommenced against the company except by leave of the Court and subject to such terms as theCourt imposes.

Subdivision (4) - Provisions applicable to every voluntary winding up

Subdivision (4) - Provisions applicable to every voluntary winding up

Distribution of property of company.

300.

Subject to the provisions of this Act as to preferential payments, the property of a companyshall, on its winding up, be applied pari passu in satisfaction of its liabilities, and, subjectto that application, shall, unless the articles otherwise provide, be distributed among themembers according to their rights and interests in the company.

Appointment of liquidator.

301.

If from any cause there is no liquidator acting, the Court may appoint a liquidator.

Removal of liquidator.

302.

The Court may, on cause shown, remove a liquidator and appoint another liquidator.

Review of liquidator's remuneration.

303.

Any member or creditor or the liquidator may at any time before the dissolution of the companyapply to the Court to review the amount of the remuneration of the liquidator, and the decisionof the Court shall be final and conclusive.

Act of liquidator valid, etc.

304.

-(1) The acts of a liquidator shall be valid notwithstanding any defects that may afterwards bediscovered in his appointment or qualification.

(2) Any conveyance, assignment, transfer, mortgage, charge or other disposition of a company'sproperty made by a liquidator shall, notwithstanding any defect or irregularity affecting thevalidity of the winding up or the appointment of the liquidator be valid in favour of any persontaking such property bona fide and for value and without notice of such defect or irregularity.

(3) Every person making or permitting any disposition of property to any liquidator shall beprotected and indemnified in so doing notwithstanding any defect or irregularity affecting thevalidity of the winding up or the appointment of the liquidator not then known to that person.

(4) For the purposes of this section, a disposition of property shall be taken as including apayment of money.


Powers and duties of liquidator.

305.

-(1) The liquidator may -

(a) in the case of a members' voluntary winding up, with the approval of a special resolution ofthe company and, in the case of a creditors' voluntary winding up, with the approval of theCourt or the committee of inspection, exercise any of the powers given by section 272 (1) (b),(c), (d) and (e) to a liquidator in a winding up by the Court;

(b) exercise any of the other powers by this Act given to the liquidator in a winding up by theCourt;

(c) exercise the power of the Court under this Act of settling a list of contributories, and thelist of contributories shall be prima facie evidence of the liability of the persons namedtherein to be contributories;

(d) exercise the power of the Court of making calls; or

(e) summon general meetings of the company for the purpose of obtaining the sanction of thecompany by special resolution in respect of any matter or for any other purpose he thinks fit.

(2) The liquidator shall pay the debts of the company and adjust the rights of thecontributories among themselves.

(3) When several liquidators are appointed, any power given by this Act may be exercised by suchone or more of them as is determined at the time of their appointment, or in default of suchdetermination by any number not less than two.

Power of liquidator to accept shares, etc., as consideration for sale of property of company.

306.

-(1) Where it is proposed that the whole or part of the business or property of a company(referred to in this section as the company) be transferred or sold to another corporation(referred to in this section as the corporation), the liquidator of the company may, with thesanction of a special resolution of the company conferring either a general authority on theliquidator or an authority in respect of any particular arrangement, receive in compensation orpart compensation for the transfer or sale shares, debentures, policies or other like interestsin the corporation for distribution among the members of the company, or may enter into anyother arrangement whereby the members of the company may, in lieu of receiving cash, shares,debentures, policies or other like interests or in addition thereto, participate in the profitsof or receive any other benefit from the corporation and any such transfer, sale or arrangementshall be binding on the members of the company.

(2) If any member of the company expresses his dissent therefrom in writing addressed to theliquidator and left at the registered office of the liquidator within 7 days after the passingof the resolution, he may require the liquidator either to abstain from carrying the resolutioninto effect or to purchase his interest at a price to be determined by agreement or byarbitration in the manner provided by this section.

(3) If the liquidator elects to purchase the member's interest, the purchase money shall be paidbefore the company is dissolved and be raised by the liquidator in such manner as is determinedby special resolution.


(4) A special resolution shall not be invalid for the purposes of this section by reason that itis passed before or concurrently with a resolution for voluntary winding up or for appointingliquidators, but if an order for winding up the company by the Court is made within a year afterthe passing of the resolution the resolution shall not be valid unless sanctioned by the Court.

(5) For the purposes of an arbitration under this section, the Arbitration Act shall apply as ifthere were a submission for reference to two arbitrators, one to be appointed by each party; andthe appointment of an arbitrator may be made under the hand of the liquidator, or if there ismore than one liquidator then under the hands of any two or more of the liquidators; and theCourt may give any directions necessary for the initiation and conduct of the arbitration andsuch direction shall be binding on the parties.

(6) In the case of a creditors' voluntary winding up, the powers of the liquidator under thissection shall not be exercised except with the approval of the Court or the committee ofinspection.

Annual meeting of members and creditors.

307.

-(1) If the winding up continues for more than one year, the liquidator shall summon a generalmeeting of the company in the case of a members' voluntary winding up, and of the company andthe creditors in the case of a creditors' voluntary winding up, at the end of the first yearfrom the commencement of the winding up and of each succeeding year or not more than 3 monthsthereafter, and shall lay before the meeting an account of his acts and dealings and of theconduct of the winding up during the preceding year.

(2) The liquidator shall cause the notices of the meeting of creditors to be sent by post to thecreditors simultaneously with the sending of the notices of the meeting of the company.

(3) Every liquidator who fails to comply with this section shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

Final meeting and dissolution.

308.

-(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up anaccount showing how the winding up has been conducted and the property of the company has beendisposed of, and thereupon shall call a general meeting of the company, or in the case of acreditors' voluntary winding up a meeting of the company and the creditors, for the purpose oflaying before it the account and giving any explanation thereof.

(2) The meeting shall be called by advertisement published in at least 4 local daily newspapers,one each in the English, Malay, Chinese and Tamil languages which advertisement shall specifythe time, place and object of the meeting and shall be published at least one month before themeeting, except that when a declaration is made by the liquidator and filed with the OfficialReceiver that neither at the date of commencement of the winding up nor since that date has thecompany had trade creditors, the advertisement referred to in this subsection need only bepublished in a newspaper circulating generally throughout Singapore.

(3) The liquidator shall within 7 days after the meeting lodge with the Registrar and theOfficial Receiver a return of the holding of the meeting and of its date with a copy of theaccount attached to such return, and if the return or copy of the account is not so lodged theliquidator shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $1,000 and also to a default penalty.


(4) The quorum at a meeting of the company shall be two and at a meeting of the company and thecreditors shall be two members and two creditors and if a quorum is not present at the meeting,the liquidator shall in lieu of the return mentioned in subsection (3) lodge a return (withaccount attached) that the meeting was duly summoned and that no quorum was present thereat, andupon such a return being lodged subsection (3) as to the lodging of the return shall be deemedto have been complied with.

(5) On the expiration of 3 months after the lodging of the return with the Registrar and withthe Official Receiver, the company shall be dissolved.

(6) Notwithstanding subsection (5), the Court may, on the application of the liquidator or ofany other person who appears to the Court to be interested, make an order deferring the date atwhich the dissolution of the company is to take effect for such time as the Court thinks fit.

(7) The person on whose application an order of the Court under this section is made shall,within 14 days after the making of the order, lodge with the Registrar and with the OfficialReceiver a copy of the order and an office copy of the order, respectively, and if he fails todo so he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding$1,000 and also to a default penalty.

(8) If the liquidator fails to call a meeting as required by this section, he shall be guilty ofan offence and shall be liable on conviction to a fine not exceeding $2,000 and also to adefault penalty.

Arrangement when binding on creditors.

309.

-(1) Any arrangement entered into between a company about to be or in the course of being woundup and its creditors shall, subject to the right of appeal under this section, be binding on thecompany if sanctioned by a special resolution, and on the creditors if acceded to by 75% invalue and 50% in number of the creditors, every creditor for under $50 being reckoned in valueonly.

(2) A creditor shall be accounted a creditor for value for such sum as upon an account fairlystated, after allowing the value of security or liens held by him and the amount of any debt orset-off owing by him to the debtor, appears to be the balance due to him.

(3) Any dispute with regard to the value of any such security or lien or the amount of such debtor set-off may be settled by the Court on the application of the company, the liquidator or thecreditor.

(4) Any creditor or contributory may within 3 weeks from the completion of the arrangementappeal to the Court against it, and the Court may thereupon, as it thinks just, amend, vary orconfirm the arrangement.

Application to Court to have questions determined or powers exercised.

310.

-(1) The liquidator or any contributory or creditor may apply to the Court -

(a) to determine any question arising in the winding up of a company; or

(b) to exercise all or any of the powers which the Court might exercise if the company were


being wound up by the Court.

(2) The Court, if satisfied that the determination of the question or the exercise of power willbe just and beneficial, may accede wholly or partially to any such application on such terms andconditions as it thinks fit or may make such other order on the application as it thinks just.

Costs.

311.

All proper costs, charges and expenses of and incidental to the winding up including theremuneration of the liquidator shall be payable out of the assets of the company in priority toall other claims.

Limitation on right to wind up voluntarily.

312.

Where an application has been made to the Court to wind up a company on the ground that it isunable to pay its debts the company shall not, without the leave of the Court, resolve that itbe wound up voluntarily.

Division 4 - Provisions applicable to every mode of winding up


Division 4 - Provisions applicable to every mode of winding up


Books to be kept by liquidator.

313.

-(1) Every liquidator shall keep proper books in which he shall cause to be made entries orminutes of proceedings at meetings and of such other matters as are prescribed, and any creditoror contributory may, subject to the control of the Court, personally or by his agent inspectthem.

Control of Court over liquidators.

(2) The Court shall take cognizance of the conduct of liquidators, and if a liquidator does notfaithfully perform his duties and observe the prescribed requirements or the requirements of theCourt or if any complaint is made to the Court by any creditor or contributory or by theOfficial Receiver in regard thereto, the Court shall inquire into the matter and take suchaction as it thinks fit.

(3) The Registrar or the Official Receiver may report to the Court any matter which in hisopinion is a misfeasance, neglect or omission on the part of the liquidator and the Court mayorder the liquidator to make good any loss which the estate of the company has sustained therebyand make such other order as it thinks fit.

(4) The Court may at any time require any liquidator to answer any inquiry in relation to thewinding up and may examine him or any other person on oath concerning the winding up and maydirect an investigation to be made of the books and vouchers of the liquidator.

Delivery of property to liquidator.

(5) The Court may require any contributory, trustee, receiver, banker, agent or officer of thecompany to pay, deliver, convey, surrender or transfer to the liquidator or provisionalliquidator forthwith or within such time as the Court directs any money, property, books and


papers in his hands to which the company is prima facie entitled.

Powers of Official Receiver where no committee of inspection.

314.

-(1) Where a person other than the Official Receiver is the liquidator and there is no committeeof inspection, the Official Receiver may, on the application of the liquidator, do any act orthing or give any direction or permission which is by this Act authorised or required to be doneor given by the committee.

(2) Where the Official Receiver is the liquidator and there is no committee of inspection, theOfficial Receiver may in his discretion do any act or thing which is by this Act required to bedone by, or subject to any direction or permission given by, the committee.

Appeal against decision of liquidator.

315.

Any person aggrieved by any act or decision of the liquidator may apply to the Court which mayconfirm, reverse or modify the act or decision complained of and make such order as it thinksjust.

Notice of appointment and address of liquidator.

316.

-(1) A liquidator shall, within 14 days after his appointment, lodge with the Registrar and withthe Official Receiver notice in the prescribed form of his appointment and of the situation ofhis office and in the event of any change in the situation of his office shall within 14 daysafter the change lodge with the Registrar and with the Official Receiver notice in theprescribed form of the change.

(2) Service made by leaving any document at or sending it by post addressed to the address ofthe office of the liquidator given in any such notice lodged with the Registrar shall be deemedto be good service upon the liquidator and upon the company.

(3) A liquidator shall, within 14 days after his resignation or removal from office, lodge withthe Registrar and with the Official Receiver notice thereof in the prescribed form.

(4) If a liquidator fails to comply with this section, he shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

Liquidator's accounts.

317.

-(1) Every liquidator shall, within one month after the expiration of a period of 6 months fromthe date of his appointment and of every subsequent period of 6 months and in any case withinone month after he ceases to act as liquidator and forthwith after obtaining an order ofrelease, lodge with the Official Receiver in the prescribed form and verified by statutorydeclaration an account of his receipts and payments and a statement of the position in thewinding up, and any liquidator who fails to do so shall be guilty of an offence and shall beliable on conviction to a fine not exceeding $1,000 and also to a default penalty.

(1A) The liquidator referred to in subsection (1) shall also lodge with the Registrar a noticein the prescribed form of the matters referred to in that subsection and, if he fails to do so,he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding


$1,000 and also to a default penalty.

(2) The Official Receiver may cause the account of any liquidation to be audited by a publicaccountant, and for the purpose of the audit the liquidator shall furnish the public accountantwith such vouchers and information as he requires, and the public accountant may at any timerequire the production of and inspect any books or accounts kept by the liquidator.

(3) A copy of the account or, if audited, a copy of the audited account shall be kept by theliquidator and the copy shall be open to the inspection of any creditor or of any personinterested at the office of the liquidator.

(4) The liquidator shall -

(a) give notice that the account has been made up to every creditor and contributory when nextforwarding any report, notice of meeting, notice of call or dividend; and

(b) in such notice inform the creditors and contributories at what address and between whathours the account may be inspected.

(5) The costs of an audit under this section shall be fixed by the Official Receiver and shallbe part of the expenses of winding up.

Liquidator to make good defaults.

318.

-(1) If any liquidator who has made any default in lodging or making any application, return,account or other document, or in giving any notice which he is by law required to lodge, make orgive, fails to make good the default within 14 days after the service on him of a noticerequiring him to do so, the Court may, on the application of any contributory or creditor of thecompany or the Official Receiver, make an order directing the liquidator to make good thedefault within such time as is specified in the order.

(2) Any order made under subsection (1) may provide that all costs of and incidental to theapplication shall be borne by the liquidator.

(3) Nothing in subsection (1) shall prejudice the operation of any written law imposingpenalties on a liquidator in respect of any such default.

Notification that a company is in liquidation.

319.

-(1) Where a company is being wound up every invoice, order for goods or business letter issuedby or on behalf of the company or a liquidator of the company or a receiver or manager of theproperty of the company, being a document on or in which the name of the company appears, shallhave the words in liquidation added after the name of the company where it first appearstherein.

(2) If default is made in complying with this section, the company, and every officer of thecompany or liquidator and every receiver or manager who knowingly and wilfully authorises orpermits the default, shall be guilty of an offence and shall be liable on conviction to a finenot exceeding $400.

Books of company.


320.

-(1) Where a company is being wound up, all books and papers of the company and of theliquidator that are relevant to the affairs of the company at or subsequent to the commencementof the winding up of the company shall, as between the contributories of the company, be primafacie evidence of the truth of all matters purporting to be therein recorded.

(2) When a company has been wound up the liquidator shall retain the books and papers referredto in subsection (1) for a period of 2 years from the date of dissolution of the company and atthe expiration of that period may destroy them.

(3) Notwithstanding subsection (2), when a company has been wound up the books and papersreferred to in subsection (1) may be destroyed within a period of 2 years after the dissolutionof the company -

(a) in the case of a winding up by the Court, in accordance with the directions of the Court;

(b) in the case of a members' voluntary winding up, as the company by resolution directs; and

(c) in the case of a creditors' voluntary winding up, as the committee of inspection, or, ifthere is no such committee, as the creditors of the company direct.

(4) No responsibility shall rest on the company or the liquidator by reason of any such book orpaper not being forthcoming to any person claiming to be interested therein if such book orpaper has been destroyed in accordance with this section.

(5) Any person who fails to comply with subsection (2) shall be guilty of an offence and shallbe liable on conviction to a fine not exceeding $2,000.

Investment of surplus funds on general account.

321.

-(1) Whenever the cash balance standing to the credit of any company in liquidation is in excessof the amount which, in the opinion of the committee of inspection, or, if there is no committeeof inspection, of the liquidator, is required for the time being to answer demands in respect ofthe estate of the company, the liquidator, if so directed in writing by the committee ofinspection, or, if there is no committee of inspection, the liquidator himself, may, unless theCourt on application by any creditor thinks fit to direct otherwise and so orders, invest thesum or any part thereof in securities issued by the Government of Singapore or of Malaysia orplace it on deposit at interest with any bank, and any interest received in respect thereofshall form part of the assets of the company.

(2) Whenever any part of the money so invested is, in the opinion of the committee ofinspection, or, if there is no committee of inspection, of the liquidator, required to answerany demands in respect of the company's estate, the committee of inspection may direct, or, ifthere is no committee of inspection, the liquidator may arrange for the sale or realisation ofsuch part of those securities as is necessary.

Unclaimed assets to be paid to Official Receiver.

322.

-(1) Where a liquidator has in his hands or under his control -

(a) any unclaimed dividend or other moneys which have remained unclaimed for more than 6 monthsfrom the date when the dividend or other moneys became payable; or


(b) after making final distribution, any unclaimed or undistributed moneys arising from theproperty of the company, he shall forthwith pay those moneys to the Official Receiver to beplaced to the credit of the Companies Liquidation Account and shall be entitled to theprescribed certificate of receipt for the moneys so paid and that certificate shall be aneffectual discharge to him in respect thereof.

(2) The Court may, at any time on the application of the Official Receiver, order any liquidatorto submit to it an account of any unclaimed or undistributed funds, dividends or other moneys inhis hands or under his control verified by affidavit and may direct an audit thereof and maydirect him to pay those moneys to the Official Receiver to be placed to the credit of theCompanies Liquidation Account.

(3) The interest arising from the investment of the moneys standing to the credit of theCompanies Liquidation Account shall be paid into the Consolidated Fund.

(4) For the purposes of this section, the Court may exercise all the powers conferred by thisAct with respect to the discovery and realisation of the property of the company and theprovisions of this Act with respect thereto shall with such adaptations as are prescribed applyto proceedings under this section.

(5) This section shall not, except as expressly declared in this Act, deprive any person of anyother right or remedy to which he is entitled against the liquidator or any other person.

(6) If any claimant makes any demand for any money placed to the credit of the CompaniesLiquidation Account, the Official Receiver upon being satisfied that the claimant is the ownerof the money shall authorise payment thereof to be made to him out of that Account or, if it hasbeen paid into the Consolidated Fund, may authorise payment of a like amount to be made to himout of moneys made available by Parliament for the purpose.

(7) Any person dissatisfied with the decision of the Official Receiver in respect of a claimmade in pursuance of subsection (6) may appeal to the Court which may confirm, disallow or varythe decision.

(8) Where any unclaimed moneys paid to any claimant are afterwards claimed by any other person,that other person shall not be entitled to any payment out of the Companies Liquidation Accountor out of the Consolidated Fund but such person may have recourse against the claimant to whomthe unclaimed moneys have been paid.

(9) Any unclaimed moneys paid to the credit of the Companies Liquidation Account to the extentto which the unclaimed moneys have not been under this section paid out of that Account shall,on the lapse of 7 years from the date of the payment of the moneys to the credit of thatAccount, be paid into the Consolidated Fund.

Outstanding assets of company wound up on grounds of national security or interest

322A.

Notwithstanding any written law or rule of law to the contrary, upon a company being wound upunder section 254 (1) (m) on the ground that it is being used for purposes against nationalsecurity or interest, the Court may, on the application of the Minister, order that any assetsof the company remaining after payment of its debts and liabilities and the costs, charges andexpenses of the winding up shall be paid into the Consolidated Fund.

Expenses of winding up where assets insufficient.


323.

-(1) Unless expressly directed to do so by the Official Receiver, a liquidator shall not beliable to incur any expense in relation to the winding up of a company unless there aresufficient available assets.

(2) The Official Receiver may, on the application of a creditor or a contributory, direct aliquidator to incur a particular expense on condition that the creditor or contributoryindemnifies the liquidator in respect of the recovery of the amount expended and, if theOfficial Receiver so directs, gives such security to secure the amount of the indemnity as theOfficial Receiver thinks reasonable.

Resolutions passed at adjourned meetings of creditors and contributories.

324.

Subject to section 296 (9), where a resolution is passed at an adjourned meeting of anycreditors or contributories of a company, the resolution shall for all purposes be treated ashaving been passed on the date on which it was in fact passed and not on any earlier date.

Meetings to ascertain wishes of creditors or contributories.

325.

-(1) The Court may, as to all matters relating to the winding up of a company, have regard tothe wishes of the creditors or contributories as proved to it by any sufficient evidence, andmay if it thinks fit for the purpose of ascertaining those wishes direct meetings of thecreditors or contributories to be called, held and conducted in such manner as the Courtdirects, and may appoint a person to act as chairman of any such meeting and to report theresult thereof to the Court.

(2) In the case of creditors, regard shall be had to the value of each creditor's debt.

(3) In the case of contributories, regard shall be had to the number of votes conferred on eachcontributory by this Act or the articles.

Special commission for receiving evidence.

326.

-(1) District Judges shall be commissioners for the purpose of taking evidence under this Part,and the Court may refer the whole or any part of the examination of any witnesses under thisPart to any person hereby appointed commissioner.

(2) Every commissioner shall, in addition to any powers which he might lawfully exercise as aDistrict Judge, have in the matter so referred to him the same powers as the Court of summoningand examining witnesses of requiring the production or delivery of documents, of punishingdefaults by witnesses and of allowing costs and expenses to witnesses.

(3) Unless otherwise ordered by the Court the taking of evidence by commissioners shall be inopen court and shall be open to the public.

(4) The examination so taken shall be returned or reported to the Court in such manner as theCourt directs.

Subdivision (2) - Proof and ranking of claims

Subdivision (2) - Proof and ranking of claims

Proof of debts.


327.

-(1) In every winding up (subject in the case of insolvent companies to the application inaccordance with the provisions of this Act of the law of bankruptcy) all debts payable on acontingency, and all claims against the company, present or future, certain or contingent,ascertained or sounding only in damages, shall be admissible to proof against the company, ajust estimate being made, so far as possible, of the value of such debts or claims as aresubject to any contingency or sound only in damages, or for some other reason do not bear acertain value.

(2) Subject to section 328, in the winding up of an insolvent company the same rules shallprevail and be observed with regard to the respective rights of secured and unsecured creditorsand debts provable and the valuation of annuities and future and contingent liabilities as arein force for the time being under the law relating to bankruptcy in relation to the estates ofbankrupt persons, and all persons, who in any such case would be entitled to prove for andreceive dividends out of the assets of the company, may come in under the winding up and makesuch claims against the company as they respectively are entitled to by virtue of this section.

Priorities.

328.

-(1) Subject to the provisions of this Act, in a winding up there shall be paid in priority toall other unsecured debts -

(a) firstly, the costs and expenses of the winding up including the taxed costs of the applicantfor the winding up order payable under section 256, the remuneration of the liquidator and thecosts of any audit carried out pursuant to section 317;

(b) secondly, subject to subsection (2), all wages or salary (whether or not earned wholly or inpart by way of commission) including any amount payable by way of allowance or reimbursementunder any contract of employment or award or agreement regulating conditions of employment ofany employee;

(c) thirdly, subject to subsection (2) all amounts due to an employee as a retrenchment benefitor ex gratia payment under any contract of employment or award or agreement that regulatesconditions of employment whether such amount becomes payable before, on or after thecommencement of the winding up;

(d) fourthly, all amounts due in respect of workmen's compensation under the Workmen'sCompensation Act accrued before, on or after the commencement of the winding up;

(e) fifthly, all amounts due in respect of contributions payable during the 12 months nextbefore, on or after the commencement of the winding up by the company as the employer of anyperson under any written law relating to employees superannuation or provident funds or underany scheme of superannuation which is an approved scheme under the law relating to income tax;

(f) sixthly, all remuneration payable to any employee in respect of vacation leave, or in thecase of his death to any other person in his right, accrued in respect of any period before, onor after the commencement of the winding up; and

(g) seventhly, the amount of all tax assessed and all goods and services tax due under anywritten law before the date of the commencement of the winding up or assessed at any time beforethe time fixed for the proving of debts has expired.


(2) The amount payable under subsection (1) (b) and (c) shall not exceed an amount that isequivalent to 5 months' salary whether for time or piecework in respect of services rendered byhim to the company or $7,500, which ever is the lesser.

(2A) The Minister may, by order published in the Gazette, amend subsection (2) by varying theamount specified in that subsection as the maximum amount payable under subsection (1) (b) (c).

(2B)

(a) For the purposes of subsection (1) (b) and (c) -

"employee" means a person who has entered into or works under a contract of service with anemployer and includes a subcontractor of labour;

"wages or salary" shall be deemed to include -

(i) all arrears of money due to a subcontractor of labour;

(ii) any amount payable to an employee on account of wages or salary during a period of noticeof termination of employment or in lieu of notice of such termination, as the case may be,whether such amount becomes payable before, on or after the commencement of the winding up; and

(iii) any amount payable to an employee, on termination of his employment, as a gratuity underany contract of employment, or under any award or agreement that regulates conditions ofemployment whether such amount becomes payable before, on or after the commencement of thewinding up.

(b) For the purposes of subsection (1) (c) -

"ex gratia payment" means the amount payable to an employee on the winding up of a company or onthe termination of his service by his employer on the ground of redundancy or by reason of anyre-organisation of the employer, profession, business, trade or work, and the amount payable toan employee for these purposes means the amount stipulated in any contract of employment, awardor agreement, as the case may be;

"retrenchment benefit" means the amount payable to an employee on the winding up of a company,on the termination of his service by his employer on the ground of redundancy or by reason ofany re-organisation of the employer, profession, business, trade or work, the the amount payableto an employee for these purposes means the amount stipulated in any contract of employment,award or agreement, as the case may be, or if no amount is stipulated therein, such amount as isstipulated by the Commissioner for Labour.

(3) The debts in each class, specified in subsection (1), shall rank in the order thereinspecified but as between debts of the same class shall rank equally between themselves, andshall be paid in full, unless the property of the company is insufficient to meet them, in whichcase they shall abate in equal proportions between themselves.

(4) Where any payment has been made to any employee of the company on account of wages, salaryor vacation leave out of money advanced by a person for that purpose, the person by whom themoney was advanced shall, in a winding up, have a right of priority in respect of the money soadvanced and paid, up to the amount by which the sum in respect of which the employee would havebeen entitled to priority in the winding up has been diminished by reason of the payment, andshall have the same right of priority in respect of that amount as the employee would have hadif the payment had not been made.


(5) So far as the assets of the company available for payment of general creditors areinsufficient to meet any preferential debts specified in subsection (1) (a), (b), (c), (e) and(f) and any amount payable in priority by virtue of subsection (4), those debts shall havepriority over the claims of the holders of debentures under any floating charge created by thecompany (which charge, as created, was a floating charge), and shall be paid accordingly out ofany property comprised in or subject to that charge.

(6) Where the company is under a contract of insurance (entered into before the commencement ofthe winding up) insured against liability to third parties, then if any such liability isincurred by the company (either before or after the commencement of the winding up) and anamount in respect of that liability is or has been received by the company or the liquidatorfrom the insurer the amount shall, after deducting any expenses of or incidental to getting insuch amount, be paid by the liquidator to the third party in respect of whom the liability wasincurred to the extent necessary to discharge that liability or any part of that liabilityremaining undischarged in priority to all payments in respect of the debts referred to insubsection (1).

(7) If the liability of the insurer to the company is less than the liability of the company tothe third party, nothing in subsection (6) shall limit the rights of the third party in respectof the balance.

(8) Subsections (6) and (7) shall have effect notwithstanding any agreement to the contraryentered into after 29th December 1967.


(a) paragraph (d) of that subsection shall not apply in relation to the winding up of a companyin any case where the company is being wound up voluntarily merely for the purpose ofreconstruction or of amalgamation with another company and the right to the compensation has onthe reconstruction or amalgamation been preserved to the person entitled thereto, or where thecompany has entered into a contract with an insurer in respect of any liability under any lawrelating to workmen's compensation; and

(b) where a company has given security for the payment or repayment of any amount to whichparagraph (g) of that subsection relates, that paragraph shall apply only in relation to thebalance of any such amount remaining due after deducting therefrom the net amount realised fromsuch security.

(10) Where in any winding up assets have been recovered under an indemnity for costs oflitigation given by certain creditors, or have been protected or preserved by the payment ofmoneys or the giving of indemnity by creditors, or where expenses in relation to which acreditor has indemnified a liquidator have been recovered, the Court may make such order as itthinks just with respect to the distribution of those assets and the amount of those expenses sorecovered with a view to giving those creditors an advantage over others in consideration of therisks run by them in so doing.

Subdivision (3) - Effect on other transactions

Subdivision (3) - Effect on other transactions

Undue preference.

329.

-(1) Subject to this Act and such modifications as may be prescribed, any transfer, mortgage,


delivery of goods, payment, execution or other act relating to property made or done by oragainst a company which, had it been made or done by or against an individual, would in hisbankruptcy be void or voidable under section 98, 99 or 103 of the Bankruptcy Act 1995 (read withsections 100, 101 and 102 thereof) shall in the event of the company being wound up be void orvoidable in like manner.

(2) For the purposes of this section, the date which corresponds with the date of making of theapplication for a bankruptcy order in the case of an individual shall be -

(a) in the case of a winding up by the Court -

(i) the date of the making of the winding up application; or

(ii) where before the making of the winding up application a resolution has been passed by thecompany for voluntary winding up, the date upon which the resolution to wind up the companyvoluntarily is passed, whichever is the earlier; and

(b) in the case of a voluntary winding up, the date upon which the winding up is deemed by thisAct to have commenced.

(3) Any transfer or assignment by a company of all its property to trustees for the benefit ofall its creditors shall be void.

Effect of floating charge.

330.

A floating charge on the undertaking or property of the company created within 6 months of thecommencement of the winding up shall, unless it is proved that the company immediately after thecreation of the charge was solvent, be invalid except to the amount of any cash paid to thecompany at the time of or subsequently to the creation of and in consideration for the chargetogether with interest on that amount at the rate of 5% per annum.

Liquidator's right to recover in respect of certain sales to or by company.

331.

-(1) Where any property, business or undertaking has been acquired by a company for a cashconsideration within a period of two years before the commencement of the winding up of thecompany -

(a) from a person who was at the time of the acquisition a director of the company; or

(b) from a company of which, at the time of the acquisition, a person was a director who wasalso a director of the first-mentioned company, the liquidator may recover from the person orcompany from which the property, business or undertaking was acquired any amount by which thecash consideration for the acquisition exceeded the value of the property, business orundertaking at the time of its acquisition.

(2) Where any property, business or undertaking has been sold by a company for a cashconsideration within a period of two years before the commencement of the winding up of thecompany -

(a) to a person who was at the time of the sale a director of the company; or

(b) to a company of which at the time of the sale a person was a director who was also a


director of the company first-mentioned in this subsection, the liquidator may recover from theperson or company to which the property, business or undertaking was sold any amount by whichthe value of the property, business or undertaking at the time of the sale exceeded the cashconsideration.

(3) For the purposes of this section, the value of the property, business or undertakingincludes the value of any goodwill or profits which might have been made from the business orundertaking or similar considerations.

(4) In this section "cash consideration", in relation to an acquisition or sale by a company,means consideration for such acquisition or sale payable otherwise than by the issue of sharesin the company.

Disclaimer of onerous property.

332.

-(1) Where any part of the property of a company consists of -

(a) any estate or interest in land which is burdened with onerous covenants;

(b) shares in corporations;

(c) unprofitable contracts; or

(d) any other property that is unsaleable, or not readily saleable, by reason of its binding thepossessor thereof to the performance of any onerous act, or to the payment of any sum of money,the liquidator of the company, notwithstanding that he has endeavoured to sell or has takenpossession of the property or exercised any act of ownership in relation thereto, may, with theleave of the Court or the committee of inspection and, subject to this section, by writingsigned by him, at any time within 12 months after the commencement of the winding up or suchextended period as is allowed by the Court, disclaim the property; but where any such propertyhas not come to the knowledge of the liquidator within one month after the commencement of thewinding up, the power of disclaiming may be exercised at any time within 12 months after he hasbecome aware thereof or such extended period as is allowed by the Court.

(2) The disclaimer shall operate to determine, as from the date of disclaimer, the rights,interest and liabilities of the company and the property of the company in or in respect of theproperty disclaimed, but shall not, except so far as is necessary for the purpose of releasingthe company and the property of the company from liability, affect the rights or liabilities ofany other person.

(3) The Court or the committee before or on granting leave to disclaim may require such noticesto be given to persons interested, and impose such terms as a condition of granting leave, andmake such other order in the matter as the Court or committee thinks just.

(4) The liquidator shall not be entitled to disclaim if an application in writing has been madeto him by any person interested in the property requiring him to decide whether he will or willnot disclaim, and the liquidator has not, within a period of 28 days after the receipt of theapplication or such further period as is allowed by the Court or the committee, given notice tothe applicant that he intends to apply to the Court or the committee for leave to disclaim, and,in the case of a contract, if the liquidator after such an application in writing does notwithin that period or further period disclaim the contract the liquidator shall be deemed tohave adopted it.


(5) The Court may, on the application of a person who is, as against the liquidator, entitled tothe benefit or subject to the burden of a contract made with the company, make an orderrescinding the contract on such terms as to payment by or to either party of damages for thenon-performance of the contract, or otherwise as the Court thinks just, and any damages payableunder the order to that person may be proved by him as a debt in the winding up.

(6) The Court may, on the application of a person who either claims any interest in anydisclaimed property or is under any liability not discharged by this Act in respect of anydisclaimed property and on hearing such persons as it thinks fit, make an order for the vestingof the property in or the delivery of the property to any person entitled thereto, or to whom itseems just that the property should be delivered by way of compensation for such liability asaforesaid, or a trustee for him, and on such terms as the Court thinks just, and on any suchvesting order being made and a copy thereof and an office copy thereof being lodged with theRegistrar and the Official Receiver, respectively, and if the order relates to land with theappropriate authority concerned with the recording or registration of dealings in that land, asthe case requires, the property comprised therein shall vest accordingly in the person thereinnamed in that behalf without any further conveyance, transfer or assignment.

(7) Notwithstanding anything in subsection (6), where the property disclaimed is of a leaseholdnature, the Court shall not make a vesting order in favour of any person claiming under thecompany, whether as under-lessee or as mortgagee, except upon the terms of making that person -

(a) subject to the same liabilities and obligations as those to which the company was subjectunder the lease in respect of the property at the commencement of the winding up; or

(b) if the Court thinks fit, subject only to the same liabilities and obligations as if thelease had been assigned to that person at that date, and in either event, if the case sorequires, as if the lease had comprised only the property comprised in the vesting order, andany under-lessee or mortgagee declining to accept a vesting order upon such terms shall beexcluded from all interest in and security upon the property, and, if there is no personclaiming under the company who is willing to accept an order upon such terms, the Court may vestthe estate and interest of the company in the property in any person liable personally or in arepresentative character and either alone or jointly with the company to perform the lessee'scovenants in the lease, freed and discharged from all estates, incumbrances and interestscreated therein by the company.

(8) Any person injured by the operation of a disclaimer under this section shall be deemed to bea creditor of the company to the amount of the injury, and may accordingly prove the amount as adebt in the winding up.

Interpretation.

333.

For the purposes of sections 334 and 335 -

"goods" includes all chattels personal;

"bailiff" includes any officer charged with the execution of a writ or other process.

Restriction of rights of creditor as to execution or attachment.

334.

-(1) Where a creditor has issued execution against the goods or land of a company or hasattached any debt due to the company and the company is subsequently wound up, he shall not be


entitled to retain the benefit of the execution or attachment against the liquidator unless hehas completed the execution or attachment before the date of the commencement of the winding up,but -

(a) where any creditor has had notice of a meeting having been called at which a resolution forvoluntary winding up is to be proposed, the date on which the creditor so had notice shall forthe purposes of this section be substituted for the date of the commencement of the winding up;

(b) a person who purchases in good faith under a sale by the bailiff any goods of a company onwhich an execution has been levied shall in all cases acquire a good title to them against theliquidator; and

(c) the rights conferred by this subsection on the liquidator may be set aside by the Court infavour of the creditor to such extent and subject to such terms as the Court thinks fit.


(a) an execution against goods is completed by seizure and sale;

(b) an attachment of a debt is completed by receipt of the debt; and

(c) an execution against land is completed by sale or, in the case of an equitable interest, bythe appointment of a receiver.

Duties of bailiff as to goods taken in execution.

335.

-(1) Subject to subsection (3), where any goods of a company are taken in execution and, beforethe sale thereof or the completion of the execution by the receipt or recovery of the fullamount of the levy, notice is served on the bailiff that a provisional liquidator has beenappointed or that a winding up order has been made or that a resolution for voluntary winding uphas been passed, the bailiff shall, on being so required, deliver the goods and any money seizedor received in part satisfaction of the execution to the liquidator, but the costs of theexecution shall be a first charge on the goods or moneys so delivered, and the liquidator maysell the goods, or a sufficient part thereof, for the purpose of satisfying that charge.

(2) Subject to subsection (3), where under an execution in respect of a judgment for a sumexceeding $100 the goods of a company are sold or money is paid in order to avoid sale, thebailiff shall deduct the costs of the execution from the proceeds of the sale or the money paidand retain the balance of 14 days; and if within that time notice is served on him ofanapplication for the winding up of the company having been made or of a meeting having beencalled at which there is to be proposed a resolution for the voluntary winding up and an orderis made or a resolution is passed for the winding up, the bailiff shall pay the balance to theliquidator who shall be entitled to retain it as against the execution creditor.

(3) The rights conferred by this section on the liquidator may be set aside by the Court infavour of the creditor to such extent and subject to such terms as the Court thinks fit.

Subdivision (4) - Offences

Subdivision (4) - Offences

Offences by officers of companies in liquidation.

336.

-(1) Every person who, being a past or present officer or a contributory of a company which is


being wound up -

(a) does not to the best of his knowledge and belief fully and truly disclose to the liquidatorall the property movable and immovable of the company, and how and to whom and for whatconsideration and when the company disposed of any part thereof, except such part as has beendisposed of in the ordinary way of the business of the company;

(b) does not deliver up to the liquidator, or as he directs -

(i) all the movable and immovable property of the company in his custody or under his controland which he is required by law to deliver up; or

(ii) all books and papers in his custody or under his control belonging to the company and whichhe is required by law to deliver up;

(c) within 12 months next before the commencement of the winding up or at any time thereafter -

(i) has concealed any part of the property of the company to the value of $200 or upwards, orhas concealed any debt due to or from the company;

(ii) has fraudulently removed any part of the property of the company to the value of $200 orupwards;

(iii) has concealed, destroyed, mutilated or falsified, or has been privy to the concealment,destruction, mutilation or falsification of, any book or paper affecting or relating to theproperty or affairs of the company;

(iv) has made or has been privy to the making of any false entry in any book or paper affectingor relating to the property or affairs of the company;

(v) has fraudulently parted with, altered or made any omission in, or has been privy tofraudulent parting with, altering or making any omission in, any document affecting or relatingto the property or affairs of the company;

(vi) by any false representation or other fraud, has obtained any property for or on behalf ofthe company on credit which the company has not subsequently paid for;

(vii) has obtained on credit, for or on behalf of the company, under the false pretence that thecompany is carrying on its business, any property which the company has not subsequently paidfor; or

(viii) has pawned, pledged or disposed of any property of the company which has been obtained oncredit and has not been paid for, unless such pawning, pledging or disposing was in the ordinaryway of the business of the company;

(d) makes any material omission in any statement relating to the affairs of the company;

(e) knowing or believing that a false debt has been proved by any person fails for a period ofone month to inform the liquidator thereof;

(f) prevents the production of any book or paper affecting or relating to the property oraffairs of the company;

(g) within 12 months next before the commencement of the winding up or at any time thereafter,


has attempted to account for any part of the property of the company by fictitious losses orexpenses; or

(h) within 12 months next before the commencement of the winding up or at any time thereafter,has been guilty of any false representation or other fraud for the purpose of obtaining theconsent of the creditors of the company or any of them to an agreement with reference to theaffairs of the company or to the winding up, shall be guilty of an offence and shall be liableon conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2years.

(2) It shall be a good defence to a charge under subsection (1) (a), (b), (d) or subsection (1)(c) (i), (vii) or (viii) if the accused proves that he had no intent to defraud, and to a chargeunder subsection (1) (f) or subsection (1) (c) (iii) or (iv) if he proves that he had no intentto conceal the state of affairs of the company or to defeat the law.

(3) Where any person pawns, pledges or disposes of any property in circumstances which amount toan offence under subsection (1) (c) (viii), every person who takes in pawn or pledge orotherwise receives the property knowing it to be pawned, pledged or disposed of in thosecircumstances shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $10,000 or to imprisonment for a term not exceeding 2 years.

Inducement to be appointed liquidator.

337.

Any person who gives or agrees or offers to give to any member or creditor of a company anyvaluable consideration with a view to securing his own appointment or nomination, or to securingor preventing the appointment or nomination of some person other than himself, as the company'sliquidator shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $2,000 or to imprisonment for a term not exceeding 6 months.

Penalty for falsification of books.

338.

Every officer or contributory of any company being wound up who destroys, mutilates, alters orfalsifies any books, papers or securities, or makes or is privy to the making of any false orfraudulent entry in any register or book of account or document belonging to the company withintend to defraud or deceive any person shall be guilty of an offence and shall be liable onconviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years.

Liability where proper accounts not kept.

339.

-(1) If, on an investigation under any other Part or where a company is wound up, it is shownthat proper books of account were not kept by the company throughout the period of two yearsimmediately preceding the commencement of the investigation or winding up or the period betweenthe incorporation of the company and the commencement of the investigation or winding up(whichever is the lesser) every officer who is in default shall, unless he acted honestly andshows that, in the circumstances in which the business of the company was carried on, thedefault was excusable, be guilty of an offence and shall be liable on conviction to a fine notexceeding $5,000 or to imprisonment for a term not exceeding one year.

(2) For the purposes of this section, proper books of account shall be deemed not to have beenkept in the case of any company if there have not been kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position of the trade or


business of the company, including books containing entries from day to day in sufficient detailof all cash received and cash paid, and, where the trade or business has involved dealings ingoods, statements of the annual stocktakings and (except in the case of goods sold by way ofordinary retail trade) of all goods sold and purchased, showing the goods and the buyers andsellers thereof in sufficient detail to enable those goods and those buyers and sellers to beidentified or if such books or accounts have not been kept in such manner as to enable them tobe conveniently and properly audited, whether or not the company has appointed an auditor.

(3) If, in the course of the winding up of a company or in any proceedings against a company, itappears that an officer of the company who was knowingly a party to the contracting of a debthad, at the time the debt was contracted, no reasonable or probable ground of expectation, aftertaking into consideration the other liabilities, if any, of the company at the time of thecompany being able to pay the debt, the officer shall be guilty of an offence and shall beliable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding3 months.

Responsibility for fraudulent trading.

340.

-(1) If, in the course of the winding up of a company or in any proceedings against a company,it appears that any business of the company has been carried on with intent to defraud creditorsof the company or creditors of any other person or for any fraudulent purpose, the Court, on theapplication of the liquidator or any creditor or contributory of the company, may, if it thinksproper to do so, declare that any person who was knowingly a party to the carrying on of thebusiness in that manner shall be personally responsible, without any limitation of liability,for all or any of the debts or other liabilities of the company as the Court directs.

(2) Where a person has been convicted of an offence under section 339 (3) in relation to thecontracting of such a debt as is referred to in that subsection, the Court, on the applicationof the liquidator or any creditor or contributory of the company, may, if it thinks proper to doso, declare that the person shall be personally responsible without any limitation of liabilityfor the payment of the whole or any part of that debt.

(3) Where the Court makes any declaration pursuant to subsection (1) or (2), it may give suchfurther directions as it thinks proper for the purpose of giving effect to that declaration, andin particular may make provision for making the liability of any person under the declaration acharge on any debt or obligation due from the company to him, or on any charge or any interestin any charge on any assets of the company held by or vested in him or any corporation or personon his behalf, or any person claiming as assignee from or through the person liable or anycorporation or person acting on his behalf, and may from time to time make such further order asis necessary for the purpose of enforcing any charge imposed under this subsection.

(4) For the purpose of subsection (3), assignee includes any person to whom or in whose favourby the directions of the person liable the debt, obligation or charge was created, issued ortransferred or the interest created, but does not include an assignee for valuable consideration(not including consideration by way of marriage) given in good faith and without notice of anyof the matters on the ground of which the declaration is made.

(5) Where any business of a company is carried on with the intent or for the purpose mentionedin subsection (1), every person who was knowingly a party to the carrying on of the businesswith that intent or purpose shall be guilty of an offence and shall be liable on conviction to afine not exceeding $15,000 or to imprisonment for a term not exceeding 7 years or to both.

(6) Subsection (5) shall apply to a company whether or not it has been, or is in the course of


being, wound up.

(7) This section shall have effect notwithstanding that the person concerned is criminallyliable apart from this section in respect of the matters on the ground of which the declarationis made.

(8) On the hearing of an application under subsection (1) or (2), the liquidator may himselfgive evidence or call witnesses.

Power of Court to assess damages against delinquent officers, etc.

341.

-(1) If, in the course of winding up, it appears that any person who has taken part in theformation or promotion of the company or any past or present liquidator or officer hasmisapplied or retained or become liable or accountable for any money or property of the companyor been guilty of any misfeasance or breach of trust or duty in relation to the company, theCourt may on the application of the liquidator or of any creditor or contributory examine intothe conduct of such person, liquidator or officer and compel him to repay or restore the moneyor property or any part thereof with interest at such rate as the Court thinks just, or tocontribute such sum to the assets of the company by way of compensation in respect of themisapplication, retainer, misfeasance or breach of trust or duty as the Court thinks just.

(2) This section shall extend and apply to and in respect of the receipt of any money orproperty by any officer of the company during the two years preceding the commencement of thewinding up whether by way of salary or otherwise appearing to the Court to be unfair or unjustto other members of the company.

(3) This section shall have effect notwithstanding that the offence is one for which theoffender is criminally liable.

Prosecution of delinquent officers and members of company.

342.

-(1) If it appears to the Court, in the course of a winding up by the Court, that any past orpresent officer, or any member, of the company has been guilty of an offence in relation to thecompany for which he is criminally liable, the Court may, either on the application of anyperson interested in the winding up or of its own motion, direct the liquidator to prosecute theoffender or to refer the matter to the Minister.

(2) If it appears to the liquidator, in the course of a voluntary winding up, that any past orpresent officer, or any member, of the company has been guilty of any offence in relation to thecompany for which he is criminally liable, he shall forthwith report the matter to the Ministerand shall, in respect of information or documents in his possession or under his control whichrelate to the matter in question, furnish the Minister with such information and give to himsuch access to and facilities for inspecting and taking copies of any documents as he mayrequire.

(3) If it appears to the liquidator, in the course of any winding up, that the company which isbeing wound up will be unable to pay its unsecured creditors more than 50 cents in the dollar,the liquidator shall forthwith report the matter in writing to the Official Receiver and shallfurnish the Official Receiver with such information and give to him such access to andfacilities for inspecting and taking copies of any document as the Official Receiver mayrequire.


(4) Where any report is made under subsection (2) or (3), the Minister may, if he thinks fit,investigate the matter and for the purposes of such an investigation shall have all such powersof investigating the affairs of the company as are provided by this Act in the case of a windingup by the Court, but if it appears to him that the case is not one in which proceedings ought tobe taken by him he shall inform the liquidator accordingly, and thereupon, subject to theprevious approval of the Court the liquidator may himself take proceedings against the offender.

(5) If it appears to the Court in the course of a voluntary winding up that any past or presentofficer, or any member, of the company has been guilty as aforesaid and that no report withrespect to the matter has been made by the liquidator to the Minister, the Court may, on theapplication of any person interested in the winding up or of its own motion, direct theliquidator to make such a report, and on a report being made accordingly this section shall haveeffect as though the report has been made in pursuance of subsection (2).

(6) If, where any matter is reported or referred to the Minister or the Official Receiver underthis section, he considers that the case is one in which a prosecution ought to be instituted,he may institute proceedings accordingly, and the liquidator and every officer and agent of thecompany past and present, other than the defendant in the proceedings, shall give the Ministeror the Official Receiver all assistance in connection with the prosecution which he isreasonably able to give.

(7) For the purposes of subsection (6), agent, in relation to a company, includes any banker orsolicitor of the company and any person employed by the company as auditor, whether or not anofficer of the company.

(8) If any person fails or neglects to give assistance in the manner required by subsection (6),the Court may, on the application of the Minister or the Official Receiver, direct that personto comply with the requirements of that subsection, and where any application is made under thissubsection with respect to a liquidator the Court may, unless it appears that the failure orneglect to comply was due to the liquidator not having in his hands sufficient assets of thecompany to enable him to do so, direct that the costs of the application shall be borne by theliquidator personally.

(9) The Minister may direct that the whole or any part of any costs and expenses properlyincurred by the liquidator in proceedings brought under this section shall be defrayed out ofmoneys provided by Parliament.

(10) Subject to any direction given under subsection (9) and to any charges on the assets of thecompany and any debts to which priority is given by this Act, all such costs and expenses shallbe payable out of those assets as part of the costs of winding up.

Subdivision (5) - Dissolution

Subdivision (5) - Dissolution

Power of Court to declare dissolution of company void.

343.

-(1) Where a company has been dissolved, the Court may at any time within two years after thedate of dissolution, on application of the liquidator of the company or of any other person whoappears to the Court to be interested, make an order upon such terms as the Court thinks fitdeclaring the dissolution to have been void, and thereupon such proceedings may be taken asmight have been taken if the company had not been dissolved.

(2) The person on whose application the order was made shall, within 7 days after the making of


the order or such further time as the Court allows, lodge with the Registrar and with theOfficial Receiver a copy of the order and an office copy of the order, respectively, and if hefails to do so shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $1,000.

Power of Registrar to strike defunct company off register.

344.

-(1) Where the Registrar has reasonable cause to believe that a company is not carrying onbusiness or is not in operation, he may send to the company by post a letter to that effect andstating that if an answer showing cause to the contrary is not received within one month fromthe date thereof a notice will be published in the Gazette with a view to striking the name ofthe company off the register.

(2) Unless the Registrar receives an answer within one month from the date of the letter to theeffect that the company is carrying on business or is in operation, he may publish in theGazette and send to the company by registered post a notice that at the expiration of 3 monthsfrom the date of that notice the name of the company mentioned therein will unless cause isshown to the contrary be struck off the register and the company will be dissolved.

(3) If in any case where a company is being wound up the Registrar has reasonable cause tobelieve that -

(a) no liquidator is acting;

(b) the affairs of the company are fully wound up and for a period of 6 months the liquidatorhas been in default in lodging any return required to be made by him; or

(c) the affairs of the company have been fully wound up under Division 2 and there are no assetsor the assets available are not sufficient to pay the costs of obtaining an order of the Courtdissolving the company, he may publish in the Gazetteand send to the company or the liquidator,if any, a notice to the same effect as that referred to in subsection (2).

(4) At the expiration of the time mentioned in the notice, the Registrar may, unless cause tothe contrary is previously shown, strike the name of the company off the register, and shallpublish notice thereof in the Gazette, and on the publication in the Gazette of the notice thecompany shall be dissolved; but -

(a) the liability, if any, of every officer and member of the company shall continue and may beenforced as if the company had not been dissolved; and

(b) nothing in this subsection shall affect the power of the Court to wind up a company the nameof which has been struck off the register.

(5) If any person feels aggrieved by the name of the company having been struck off theregister, the Court, on an application made by the person at any time within 15 years after thename of the company has been so struck off may, if satisfied that the company was, at the timeof the striking off, carrying on business or in operation or otherwise that it is just that thename of the company be restored to the register, order the name of the company be restored tothe register, and upon a copy of the order being lodged with the Registrar the company shall bedeemed to have continued in existence as if its name had not been struck off, and the Court mayby the order give such directions and make such provisions as seem just for placing the companyand all other persons in the same position as nearly as may be as if the name of the company hadnot been struck off.


(6) A notice to be sent under this section to a liquidator may be addressed to the liquidator athis last known place of business, and a letter or notice to be sent under this section to acompany may be addressed to the company at its registered office or, if no office has beenregistered, to the care of some officer of the company, or, if there is no officer of thecompany whose name and address are known to the Registrar, may be sent to each of the personswho subscribed the memorandum of the company addressed to him at the address mentioned in thememorandum.

Official Receiver to act as representative of defunct company in certain events.

345.

-(1) Where, after a company has been dissolved, it is proved to the satisfaction of the OfficialReceiver -

(a) that the company, if still existing, would be legally or equitably bound to carry out,complete or give effect to some dealing, transaction or matter; and

(b) that in order to carry out, complete or give effect thereto some purely administrative act,not discretionary, should have been done by or on behalf of the company, or should be done by oron behalf of the company, if still existing, the Official Receiver may, as representing thecompany or its liquidator under this section, do or cause to be done any such act.

(2) The Official Receiver may execute or sign any relevant instrument or document adding amemorandum stating that he has done so in pursuance of this section, and such execution orsignature shall have the same force, validity and effect as if the company if existing had dulyexecuted such instrument or document.

Outstanding assets of defunct company to vest in Official Receiver.

346.

-(1) Where, after a company has been dissolved, there remains any outstanding property, movableor immovable, including things in action and whether in or outside Singapore which was vested inthe company or to which it was entitled, or over which it had a disposing power at the time itwas so dissolved, but which was not got in, realised upon or otherwise disposed of or dealt withby the company or its liquidator, such property except called and uncalled capital, shall, forthe purposes of the following sections of this Subdivision and notwithstanding any written lawor rule of law to the contrary, by the operation of this section, be and become vested in theOfficial Receiver for all the estate and interest therein legal or equitable of the company orits liquidator at the date the company was dissolved, together with all claims, rights andremedies which the company or its liquidator then had in respect thereof.

(2) Where any claim, right or remedy of the liquidator may under this Act be made, exercised oravailed of only with the approval or concurrence of the Court or some other person, the OfficialReceiver may for the purposes of this section make, exercise or avail himself of that claim,right or remedy without such approval or concurrence.

Outstanding interests in property how disposed of.

347.

-(1) Upon proof to the satisfaction of the Official Receiver that there is vested in him byoperation of section 346 or by operation of any corresponding previous written law or of a lawof a designated country corresponding with section 354 any estate or interest in property,whether solely or together with any other person, of a beneficial nature and not merely held in


trust, the Official Receiver may sell or otherwise dispose of or deal with such estate orinterest or any part thereof as he sees fit.

(2) The Official Receiver may sell or otherwise dispose of or deal with such property eithersolely or in concurrence with any other person in such manner for such consideration by publicauction, public tender or private contract upon such terms and conditions as he thinks fit, withpower to rescind any contract and resell or otherwise dispose of or deal with such property ashe thinks expedient, and may make, execute, sign and give such contracts, instruments anddocuments as he thinks necessary.

(3) The Official Receiver shall be remunerated by such commission, whether by way of percentageor otherwise, as is prescribed in respect of the exercise of the powers conferred upon him bysubsection (1).

(4) The moneys received by the Official Receiver in the exercise of any of the powers conferredon him by this Subdivision shall be applied in defraying all costs, expenses, commission andfees incidental thereto and thereafter to any payment authorised by this Subdivision and thesurplus, if any, shall be dealt with as if they were unclaimed moneys paid to the OfficialReceiver in pursuance of section 322.

Liability of Official Receiver and Government as to property vested in Official Receiver.

348.

Property vested in the Official Receiver by operation of this Subdivision or by operation of anycorresponding previous written law shall be liable and subject to all charges, claims andliabilities imposed thereon or affecting such property by reason of any statutory provision asto rates, taxes, charges or any other matter or thing to which such property would have beenliable or subject had such property continued in the possession, ownership or occupation of thecompany; but there shall not be imposed on the Official Receiver or the Government any duty,obligation or liability whatsoever to do or suffer any act or thing required by any suchstatutory provision to be done or suffered by the owner or occupier other than the satisfactionor payment of any such charges, claims or liabilities out of the assets of the company so far asthey are in the opinion of the Official Receiver properly available for and applicable to suchpayment.

Accounts and audit.

349.

-(1) The Official Receiver shall -

(a) record in a register a statement of any property coming to his hand or under his control orto his knowledge vested in him by operation of this Subdivision and of his dealings therewith;

(b) keep accounts of all moneys arising therefrom and of how they have been disposed of; and

(c) keep all accounts, vouchers, receipts and papers relating to such property and moneys.

(2) The Auditor-General shall have all the powers in respect of such accounts as are conferredupon him by any Act relating to audit of public accounts.

Division 5 - Winding up of unregistered companies

Division 5 - Winding up of unregistered companies

Definition of unregistered company.


350.

-(1) For the purposes of this Division, unregistered company includes a foreign company and anypartnership, association or company consisting of more than 5 members but does not include acompany incorporated under this Act or under any corresponding previous written law.

Provisions of Division cumulative.

(2) This Division shall be in addition to, and not in derogation of, any provisions contained inthis or any other written law with respect to the winding up of companies by the Court and theCourt or the liquidator may exercise any powers or do any act in the case of unregisteredcompanies which might be exercised or done by it or him in winding up companies.

Winding up of unregistered companies.

351.

-(1) Subject to this Division, any unregistered company may be wound up under this Part, whichPart shall apply to an unregistered company with the following adaptations:

(a) the principal place of business of such company in Singapore shall for all the purposes ofthe winding up be the registered office of the company;

(b) no such company shall be wound up voluntarily;

(c) the circumstances in which the company may be wound up are -

(i) if the company is dissolved or has ceased to have a place of business in Singapore or has aplace of business in Singapore only for the purpose of winding up its affairs or has ceased tocarry on business in Singapore;

(ii) if the company is unable to pay its debts;

(iii) if the Court is of opinion that it is just and equitable that the company should be woundup.

(2) An unregistered company shall be deemed to be unable to pay its debts if -

(a) a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding$2,000 then due has served on the company, by leaving at its principal place of business inSingapore or by delivering to the secretary or a director, manager or principal officer of thecompany or by otherwise serving in such manner as the Court approves or directs, a demand underhis hand requiring the company to pay the sum so due, and the company has for 3 weeks after theservice of the demand neglected to pay the sum or to secure or compound for it to thesatisfaction of the creditor;

(b) any action or other proceeding has been instituted against any member for any debt or demanddue or claimed to be due from the company or from him in his character of member, and, notice inwriting of the institution of the action or proceeding having been served on the company byleaving it at its principal place of business in Singapore or by delivering it to the secretaryor a director, manager or principal officer of the company or by otherwise serving it in suchmanner as the Court approves or directs, the company has not within 10 days after service of thenotice paid, secured or compounded for the debt or demand or procured the action or proceedingto be stayed or indemnified the defendant to his reasonable satisfaction against the action orproceeding and against all costs, damages and expenses to be incurred by him by reason thereof;


(c) execution or other process issued on a judgment, decree or order obtained in any court infavour of a creditor against the company or any member thereof as such or any person authorisedto be sued as nominal defendant on behalf of the company is returned unsatisfied; or

(d) it is otherwise proved to the satisfaction of the Court that the company is unable to payits debts.

(3) A company incorporated outside Singapore may be wound up as an unregistered company underthis Division notwithstanding that it is being wound up or has been dissolved or has otherwiseceased to exist as a company under the laws of the place under which it was incorporated.

(4) In this section, "to carry on business" has the same meaning as in section 366.

Contributories in winding up of unregistered company.

352.

-(1) On an unregistered company being wound up every person shall be a contributory -

(a) who is liable to pay or contribute to the payment of -

(i) any debt or liability of the company;

(ii) any sum for the adjustment of the rights of the members among themselves; or

(iii) the costs and expenses of winding up; or

(b) where the company has been dissolved in the place in which it is formed or incorporated, whoimmediately before the dissolution was so liable, and every contributory shall be liable tocontribute to the assets of the company all sums due from him in respect of any such liability.

(2) On the death or bankruptcy of any contributory, the provisions of this Act with respect tothe personal representatives of deceased contributories and the assignees and trustees ofbankrupt contributories respectively shall apply.

Power of Court to stay or restrain proceedings.

353.

-(1) The provisions of this Act with respect to staying and restraining actions and proceedingsagainst a company at any time after the making of an application for winding up and before themaking of a winding up order shall, in the case of an unregistered company where the applicationto stay or restrain is by a creditor, extend to actions and proceedings against any contributoryof the company.

(2) Where an order has been made for winding up an unregistered company, no action or proceedingshall be proceeded with or commenced against any contributory of the company in respect of anydebt of the company except by leave of the Court and subject to such terms as the Court imposes.

Outstanding assets of defunct unregistered company.

354.

-(1) Where an unregistered company the place of incorporation or origin of which is in adesignated country has been dissolved and there remains in Singapore any outstanding property,movable or immovable, including things in action which was vested in the company or to which itwas entitled or over which it had a disposing power at the time it was dissolved, but which was


not got in, realised upon or otherwise disposed of or dealt with by the company or itsliquidator before the dissolution, the property, except called and uncalled capital, shall, bythe operation of this section, be and become vested, for all the estate and interest thereinlegal or equitable of the company or its liquidator at the date the company was dissolved, insuch person as is entitled thereto according to the law of the place of incorporation or originof the company.

(2) Where the place of origin of an unregistered company is Singapore sections 345 to 349 (bothinclusive) shall with such adaptations as may be necessary apply in respect of that company.

(3) Where it appears to the Minister that any law in force in any other country containsprovisions similar to this section, he may, by notification in the Gazette, declare that othercountry to be a designated country for the purposes of this section.

PART XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 - Investment Companies

PART XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 - Investment CompaniesRepealed by Act 8/2003, wef 15/05/2003.

Division 2 - Foreign Companies

Division 2 - Foreign Companies

Foreign companies to which this Division applies.

365.

This Division applies to a foreign company which, before it establishes a place of business orcommences to carry on business in Singapore, complies with section 368 and is registered underthis Division.

Interpretation of this Division.

366.

-(1) In this Division, unless the contrary intention appears -

"agent" means the person named in a memorandum of appointment or power of attorney lodged undersection 368 (1) (e) or 370 (6) or under any corresponding previous written law;

"carrying on business" includes administering, managing or otherwise dealing with propertysituated in Singapore as an agent, legal personal representative, or trustee, whether byemployees or agents or otherwise, and "to carry on business" has a corresponding meaning.

(2) Notwithstanding subsection (1), a foreign company shall not be regarded as carrying onbusiness in Singapore for the reason only that in Singapore it -

(a) is or becomes a party to any action or suit or any administrative or arbitration proceedingor effects settlement of an action, suit or proceeding or of any claim or dispute;

(b) holds meetings of its directors or shareholders or carries on other activities concerningits internal affairs;

(c) maintains any bank account;

(d) effects any sale through an independent contractor;


(e) solicits or procures any order which becomes a binding contract only if such order isaccepted outside Singapore;

(f) creates evidence of any debt or creates a charge on movable or immovable property;

(g) secures or collects any of its debts or enforces its rights in regard to any securitiesrelating to such debts;

(h) conducts an isolated transaction that is completed within a period of 31 days, but not beingone of a number of similar transactions repeated from time to time;

(i) invests any of its funds or holds any property.; or

(j) establishes a share transfer or share registration office in Singapore ; or

(k) effects any transaction through its related corporation licensed or approved under anywritten law by the Monetary Authority of Singapore, established under the Monetary Authority ofSingapore Act (Cap. 186), under an arrangement approved by the Authority.

Power of foreign companies to hold immovable property.

367.

Subject to and in accordance with any written law, a foreign company registered under thisDivision shall have power to hold immovable property in Singapore.

Documents, etc., to be lodged by foreign companies having place of business in Singapore.

368.

-(1) Every foreign company shall, before it establishes a place of business or commences tocarry on business in Singapore, lodge with the Registrar for registration -

(a) a certified copy of the certificate of its incorporation or registration in its place ofincorporation or origin or a document of similar effect;

(b) a certified copy of its charter, statute or memorandum and articles or other instrumentconstituting or defining its constitution;

(c) a list of its directors containing similar particulars with respect to its directors as areby this Act required to be contained in the register of the directors, managers and secretariesof a company incorporated under this Act;

(d) where the list includes directors resident in Singapore who are members of the local boardof directors, a memorandum duly executed by or on behalf of the foreign company stating thepowers of the local directors;

(e) a memorandum of appointment or power of attorney under the seal of the foreign company orexecuted on its behalf in such manner as to be binding on the company and, in either case,verified in the prescribed manner, stating the names and addresses of two or more naturalpersons resident in Singapore authorised to accept on its behalf service of process and anynotices required to be served on the company;

(f) notice of the situation of its registered office in Singapore and, unless the office is openand accessible to the public during ordinary business hours on each day (Saturdays, weekly andpublic holidays excepted), the days and hours during which it is open and accessible to the


public,

(g) Deleted by Act 12/2002, wef 13/01/2003. and on payment of the appropriate fees and subjectto this Act the Registrar shall register the company under this Division by registration of thedocuments.

(2) Where a memorandum of appointment or power of attorney lodged with the Registrar inpursuance of subsection (1) (e) is executed by a person on behalf of the company, a copy of thedeed or document by which that person is authorised to execute the memorandum of appointment orpower of attorney, verified by statutory declaration in the prescribed manner, shall be lodgedwith the Registrar and the copy shall for all purposes be regarded as an original.

(3) Subsection (1) shall apply to a foreign company which was not registered under the repealedwritten laws but which, immediately before 29th December 1967, had a place of business or wascarrying on business in Singapore and, on that date, had a place of business or was carrying onbusiness in Singapore, as if it established that place of business or commenced to carry on thatbusiness on that date.

Power to refuse registration of a foreign company in certain circumstances.

369.

-(1) Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse toregister a company under this Division if he is satisfied that the foreign company is being usedor is likely to be used for an unlawful purpose or for purposes prejudicial to public peace,welfare or good order in Singapore or is acting or likely to act against the national securityor interest.

(2) A foreign company aggrieved by the decision of the Registrar under subsection (1) may,within 30 days of the date of the decision, appeal to the Minister whose decision shall befinal.

As to registered office and agents of foreign companies.

370.

-(1) A foreign company shall have a registered office in Singapore to which all communicationsand notices may be addressed and which shall be open and accessible to the public for not lessthan 5 hours between the hours of 9 a.m. and 5 p.m. each day, Saturdays, weekly and publicholidays excepted.

(2) An agent, until he ceases to be such in accordance with subsection (4), shall -

(a) continue to be the agent of the company;

(b) be answerable for the doing of all such acts, matters and things, as are required to be doneby the company under this Act; and

(c) be personally liable to all penalties imposed on the company for any contravention of any ofthe provisions of this Act unless he satisfies the court hearing the matter that he should benot so liable.

(3) A foreign company or its agent may lodge with the Registrar a notice in the prescribed formstating that the agent has ceased to be the agent or will cease to be the agent on a datespecified in the notice.


(4) The agent in respect of whom the notice has been lodged shall cease to be an agent on theexpiration of a period of 21 days after the date of lodgment of the notice or on the date of theappointment of another agent the memorandum of whose appointment has been lodged in accordancewith subsection (5), whichever is the earlier, but if the notice states a date on which he is toso cease and the date is later than the expiration of that period, on that date.

(5) Where an agent ceases to be an agent and if as a result the company is left with only oneagent in Singapore, it shall, within 21 days after the agent ceases to be such, appoint anotheragent.

(6) On the appointment of a new agent the company shall lodge a memorandum of the appointment orpower of attorney in accordance with section 368 (1) and, if not already lodged in pursuance ofsection 368 (2), a copy of the deed or document or power of attorney, referred to in section 368(2), verified in accordance with that subsection.

Transitory provisions

371.

-(1) On the registration of a foreign company under this Division, the Registrar shall issue anotice in the prescribed form and the notice shall be prima facie evidence in all courts of theparticulars mentioned in the notice.

(2) Upon the application of the foreign company that has been duly registered and payment of theprescribed fee, the Registrar shall issue to the foreign company a certificate, under his handand seal, confirming the particulars mentioned in the notice, and the certificate shall be primafacie evidence in all courts of those particulars.

Return to be filed where documents, etc., altered.

372.

-(1) Where any change or alteration is made in -

(a) the charter, statutes, memorandum or articles of the foreign company or other instrumentlodged with the Registrar;

(b) the directors of the foreign company;

(c) the agent or agents of the foreign company;

(d) the situation, address or designation of situation or address of the registered office ofthe foreign company in Singapore or of the days or hours during which it is open and accessibleto the public;

(e) the address of the registered office of the foreign company in its place of incorporation ororigin;

(f) the name of the foreign company; or

(g) the powers of any directors resident in Singapore who are members of the local board ofdirectors of the foreign company, the foreign company shall, within one month or within suchfurther period as the Registrar in special circumstances allows after the change or alteration,lodge with the Registrar particulars of the change or alteration and such documents as theregulations require.


(1A) Any agent of a foreign company who has changed his residential address shall -

(a) notify the foreign company of the change; and

(b) subject to subsection (1B), lodge with the Registrar a notice in the prescribed formnotifying the Registrar of his new residential address.

(1B) Where any agent of a foreign company has made a report of a change of his residentialaddress under section 8 of the National Registration Act, he shall be deemed to have notifiedthe Registrar of the change in compliance with subsection (1A) (b).

(1C) If default is made by any agent of a foreign company in complying with subsection (1A), heshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000and also to a default penalty.

(2) If a foreign company increases its authorised share capital it shall within one month orwithin such further period as the Registrar in special circumstances allows after such increaselodge with the Registrar notice of the amount from which and of the amount to which it has beenso increased.

(3) If a foreign company not having a share capital changes the number of its members so that itis different from the registered number, the company shall, within one month or within suchfurther period as the Registrar in special circumstances allows after the date on which thechange was resolved or took place, lodge with the Registrar notice of the change in theprescribed form.

(4) If any order is made by a court under any law in force in the country in which a foreigncompany is incorporated which corresponds to section 210, the company shall, within one month orwithin such further period as the Registrar in special circumstances allows after the order wasmade, lodge with the Registrar a copy of that order.

Balance-sheets.

373.

-(1) Subject to this section, a foreign company shall, within two months of its annual generalmeeting, lodge with the Registrar a copy of its balance-sheet made up to the end of its lastfinancial year in such form and containing such particulars and accompanied by copies of suchdocuments as the company is required to annex, attach or send with its balance-sheet by the lawfor the time being applicable to that company in the place of its incorporation or origin,together with a declaration in the prescribed form verifying that the copies are true copies ofthe documents so required.

(2) The Registrar may, if he is of the opinion that the balance-sheet and other documentsreferred to in subsection (1) do not sufficiently disclose the company's financial position,require the company to lodge a balance-sheet within such period, in such form and containingsuch particulars and to annex thereto such documents as the Registrar by notice in writing tothe company requires, but this subsection does not authorise the Registrar to require a balance-sheet to contain any particulars or the company to annex, attach or to send any documents thatwould not be required to be furnished if the company were a public company incorporated underthis Act.

(3) The company shall comply with the requirements set out in the notice.

(4) Where a foreign company is not required by the law of the place of its incorporation or


origin to hold an annual general meeting and prepare a balance-sheet the company shall prepareand lodge with the Registrar a balance-sheet within such period, in such form and containingsuch particulars and to annex thereto such documents as the directors of the company would havebeen required to prepare or obtain if the company were a public company incorporated under thisAct.

(5) In addition to the balance-sheet and other documents required to be lodged with theRegistrar by subsections (1) to (4), a foreign company shall lodge with the Registrar with suchbalance-sheet and other documents a duly audited statement showing its assets used in andliabilities arising out of its operations in Singapore as at the date to which its balance-sheetwas made up and a duly audited profit and loss account which, in so far as is practicable,complies with the requirements of the Accounting Standards and which gives a true and fair viewof the profit or loss arising out of the company's operation in Singapore for the last precedingfinancial year of the company:

Provided that -

(a) the company shall be entitled to make such apportionments of expenses incurred in connectionwith operations or administration affecting both Singapore and elsewhere and to add such notesand explanations as in its opinion are necessary or desirable in order to give a true and fairview of the profit or loss of its operation in Singapore; and

(b) the Registrar may waive compliance with this subsection in relation to any foreign companyif he is satisfied that -

(i) it is impractical to comply with this subsection having regard to the nature of thecompany's operations in Singapore;

(ii) it would be of no real value having regard to the amount involved;

(iii) it would involve expense unduly out of proportion to its value; or

(iv) it would be misleading or harmful to the business of the company or to any company which isdeemed by virtue of section 6 to be related to the company.

(6) A statement and profit and loss account shall be deemed to have been duly audited for thepurposes of subsection (5) if it is accompanied by a report by a public accountant appointed toprovide auditing services in respect of the company's operations in Singapore which complies, inso far as is practicable, with section 207.

(7) Without prejudice to the powers of the Registrar under paragraph (b) of the proviso tosubsection (5), a foreign company may apply to the Registrar in writing for an order relievingthe foreign company from any requirement of this section relating to the form and content ofaccounts or reports and the Registrar may make such an order either unconditionally or oncondition that the foreign company complies with such other requirements relating to the formand content of the accounts or reports as the Registrar thinks fit to impose.

(8) The Registrar shall not make an order under subsection (7) unless he is of the opinion thatcompliance with the requirements of this section would render the accounts or reports misleadingor inappropriate to the circumstances of the foreign company or would impose unreasonableburdens on the foreign company.

(9) The Registrar may make an order under subsection (7) which may be limited to a specificperiod and may from time to time revoke or suspend the operation of any such order.


(10) Without prejudice to paragraph (b) of the proviso to subsection (5) and subsection (7), theMinister may, by order published in the Gazette, in respect of foreign companies of a specifiedclass or description, substitute other accounting standards for the Accounting Standards, andthe provisions of this section shall apply accordingly in respect of such foreign companies.

374.


Obligation to state name of foreign company, whether limited, and country where incorporated.

375.

-(1) A foreign company shall -

(a) conspicuously exhibit outside its registered office and every place of business establishedby it in Singapore in romanised letters its name and the place where it is formed orincorporated;

(b) cause its name and the place where it is formed or incorporated to be stated in legibleromanised letters on all its bill-heads and letter paper and in all its notices, prospectusesand other official publications; and

(c) if the liability of its members is limited (unless the last word of its name is the wordLimited or Berhad or the abbreviation Ltd. or Bhd.), cause notice of that fact -

(i) to be stated in legible characters in every prospectus issued by it and in all its bill-heads, letter paper, notices, and other official publications in Singapore; and

(ii) except in the case of a banking corporation, to be exhibited outside its registered officeand every place of business established by it in Singapore.

(2) Where the name of a foreign company is indicated on the outside of its registered office orany place of business established by it in Singapore or on any of the documents referred to insubsection (1) in characters or in any other way than by the use of romanised letters, thissection relating to the exhibition or statement of its name shall be deemed not to have beencomplied with unless the name of the company is exhibited outside such office or place ofbusiness or stated on such document in romanised letters not smaller than any of the charactersso exhibited or stated on the relevant office, place of business or document.

Service of notice

376.

Any document required to be served on a foreign company shall be sufficiently served -

(a) if addressed to the foreign company and left at or sent by post to its registered office inSingapore;

(b) if addressed to an agent of the company and left at or sent by post to his registeredaddress; or

(c) in the case of a foreign company which has ceased to maintain a place of business inSingapore, if addressed to the foreign company and left at or sent by post to its registeredoffice in the place of its incorporation.


Cesser of business in Singapore

377.

-(1) If a foreign company ceases to have a place of business or to carry on business inSingapore, it shall, within 7 days after so ceasing, lodge with the Registrar notice of thatfact, and as from the day on which the notice is so lodged its obligation to lodge any document(not being a document that ought to have been lodged before that day) with the Registrar shallcease, and the Registrar shall upon the expiration of 12 months after the lodging of the noticeremove the name of that foreign company from the register.

(2) If a foreign company goes into liquidation or is dissolved in its place of incorporation ororigin -

(a) each person who immediately prior to the commencement of the liquidation proceedings was anagent shall, within one month after the commencement of the liquidation or the dissolution orwithin such further time as the Registrar in special circumstances allows, lodge or cause to belodged with the Registrar notice of that fact and, when a liquidator is appointed, notice ofsuch appointment; and

(b) the liquidator shall, until a liquidator for Singapore is duly appointed by the Court, havethe powers and functions of a liquidator for Singapore.

(3) A liquidator of a foreign company appointed for Singapore by the Court or a personexercising the powers and functions of such a liquidator -

(a) shall, before any distribution of the foreign company's assets is made, by advertisement ina newspaper circulating generally in each country where the foreign company had been carrying onbusiness prior to the liquidation if no liquidator has been appointed for that place, invite allcreditors to make their claims against the foreign company within a reasonable time prior to thedistribution;

(b) subject to subsection (7), shall not, without obtaining an order of the Court, pay out anycreditor to the exclusion of any other creditor of the foreign company;

(c) shall, unless otherwise ordered by the Court, only recover and realise the assets of theforeign company in Singapore and shall, subject to paragraph (b) and subsection (7), pay the netamount so recovered and realised to the liquidator of that foreign company for the place whereit was formed or incorporated after paying any debts and satisfying any liabilities incurred inSingapore by the foreign company.

(4) Where a foreign company has been wound up so far as its assets in Singapore are concernedand there is no liquidator for the place of its incorporation or origin the liquidator may applyto the Court for directions as to the disposal of the net amount recovered in pursuance ofsubsection (3).

(5) On receipt of a notice from an agent that the company has been dissolved the Registrar shallremove the name of the company from the register.

(6) Where the Registrar has reasonable cause to believe that a foreign company has ceased tocarry on business or to have a place of business in Singapore the provisions of this Actrelating to the striking off the register of the names of defunct companies shall with suchadaptations as are necessary extend and apply accordingly.

(7) Section 328 shall apply to a foreign company wound up or dissolved pursuant to this section


as if for references to a company there were substituted references to a foreign company.

(8) Where the Registrar is satisfied that a foreign company is being used for an unlawfulpurpose or for purposes prejudicial to public peace, welfare or good order in Singapore oragainst the national security or interest, he shall strike the name of the foreign company offthe register and it shall thereupon cease to be registered as a foreign company under thisDivision.

(9) Any person aggrieved by the decision of the Registrar under subsection (8) may, within 30days of the date of the decision, appeal to the Minister whose decision shall be final.

Restriction on use of certain names

378.

-(1) Except with the consent of the Minister, a foreign company shall not be registered by aname that, in the opinion of the Registrar, is undesirable or is a name, or a name of a kind,that the Minister has directed the Registrar not to accept for registration.

(2) Except with the consent of the Minister, any change in the name of a foreign company shallnot be registered if in the opinion of the Registrar the new name of the company is undesirableor is a name, or a name of a kind, that the Minister has directed the Registrar not to acceptfor registration, notwithstanding that particulars of the change have been lodged in accordancewith section 372.

(3) No foreign company to which this Division applies shall use in Singapore any name other thanthat under which it is registered under this Division.

(4) If default is made in complying with subsection (3), the foreign company, every officer ofthe company who is in default and every agent of the company who knowingly and wilfullyauthorises or permits the default shall be guilty of an offence and shall be liable onconviction to a fine not exceeding $2,000 and also to a default penalty.

Branch register

379.

-(1) Subject to this section, a foreign company which has a share capital and has any member whois resident in Singapore shall keep at its registered office in Singapore or at some other placein Singapore a branch register for the purpose of registering shares of members resident inSingapore who apply to have the shares registered therein.

(2) The company shall not be obliged to keep a branch register pursuant to subsection (1) untilafter the expiration of two months from the receipt by it of an application in writing by amember resident in Singapore for registration in its branch register in Singapore of the sharesheld by the member.

(3) If default is made in complying with subsection (1), the foreign company, every officer ofthe company who is in default and every agent of the company who knowingly and wilfullyauthorises or permits the default shall be guilty of an offence and shall be liable onconviction to a fine not exceeding $1,000 and also to a default penalty.

(4) This section shall not apply to any foreign company which by its constitution prohibits anyinvitation to the public to subscribe for shares in the company.

(5) Every such register shall be kept in the manner provided by Division 4 of Part V as though


the register were the register of a company and transfers shall be effected on such register inthe same manner and at the same charges as on the principal register of the company andtransfers lodged at its registered office in Singapore shall be binding on the company and theCourt shall have the same powers in relation to rectification of the register as it has inrespect of the register of a company incorporated in Singapore.

(6) Where a foreign company opens a branch register in Singapore, it shall within 14 days afterthe opening thereof lodge with the Registrar notice of that fact specifying the address wherethe register is kept.

(7) Where any change is made in the place where the register is kept or where the register isdiscontinued, the company shall within 14 days of the change or discontinuance lodge notice ofthe change or discontinuance with the Registrar.

(8) Where a company or corporation is entitled pursuant to a law of the place of incorporationof a foreign company corresponding with section 215 to give notice to a dissenting shareholderin that foreign company that it desires to acquire any of his shares registered on a branchregister kept in Singapore, this section shall cease to apply to that foreign company until -

(a) the shares have been acquired; or

(b) that company or corporation has ceased to be entitled to acquire the shares.

Registration of shares in branch register

380.

Subject to this Act, on application in that behalf by a member resident in Singapore the foreigncompany shall register in a branch register of the company the shares held by a member which areregistered in any other register kept by the company.

Removal of shares from branch register

381.

Subject to this Act, on application in that behalf by a member holding shares registered in abranch register, the foreign company shall remove the shares from the branch register andregister them in such other register within Singapore as is specified in the application.

Index of members, inspection and closing of branch registers

382.

Sections 190, 191 and 192 shall, with such adaptations as are necessary, apply respectively tothe index of persons holding shares in a branch register and to the inspection and the closingof the register.

Application of provisions of this Act relating to transfer

383.

Sections 126, 127, 128 (1), 130 (1) and (3) and 194 shall apply with necessary adaptations withrespect to the transfer of shares on and the rectification of the branch register of a foreigncompany.

Branch register to be prima facie evidence

384.

A branch register shall be prima facie evidence of any matters by this Division directed or


authorised to be inserted therein.

Certificate as to shareholding

385.

A certificate under the seal of a foreign company specifying any shares held by any member ofthat company and registered in the branch register shall be prima facie evidence of the title ofthe member to the shares and the registration of the shares in the branch register.

Penalties

386.

If default is made by any foreign company in complying with any provision of this Division,other than a provision in which a penalty or punishment is expressly mentioned, the company andevery officer of the company who is in default and every agent of the company who knowingly andwilfully authorises or permits the default shall be guilty of an offence and shall be liable onconviction to a fine not exceeding $1,000 and also to a default penalty.

PART XII GENERAL

DIVISION 1 - Enforcement of this Act

PART XII GENERAL

DIVISION 1 - Enforcement of this Act

Service of documents on company

387.

A document may be served on a company by leaving it at or sending it by registered post to theregistered office of the company.

Electronic transmission of notices of meetings

387A.

-(1) Where any notice of a meeting is required or permitted to be given, sent or served underthis Act or under the memorandum or articles of a company by the company or the directors of thecompany to -

(a) a member of the company; or

(b) an officer or auditor of the company, that notice may be given, sent or served usingelectronic communications to the current address of that person.

(2) For the purposes of this section, a notice of a meeting shall also be treated as given orsent to, or served on a person where -

(a) the company and that person have agreed in writing that notices of meetings required to begiven to that person may instead be accessed by him on a website;

(b) the meeting is a meeting to which that agreement applies;

(c) the notice is published on the website such that it is or can be made legible;

(d) that person is notified, in a manner for the time being agreed between him and the companyfor the purpose, of -


(i) the publication of the notice on that website;

(ii) the address of that website; and

(iii) the place on that website where the notice may be accessed, and how it may be accessed;and

(e) the notice continues to be published on and remains accessible to that person from thatwebsite throughout the period beginning with the giving of that notification and ending with theconclusion of the meeting.

(3) For the purposes of this Act, a notice of a meeting treated in accordance with subsection(2) as given or sent to or served on any person shall be treated as so given, sent or served atthe time of the notification mentioned in subsection (2) (d).

(4) A notice of a meeting given for the purposes of subsection (2) (d) shall specify suchmatters or information as may be required for a notice of that type under any other provision ofthis Act or the memorandum or articles of that company.

(5) Nothing in subsection (2) shall invalidate the proceedings of a meeting where -

(a) any notice of a meeting that is required to be published and remain accessible as mentionedin paragraph (e) of that subsection is published and remains accessible for a part, but not all,of the period mentioned in that paragraph; and

(b) the failure to publish and make accessible that notice throughout that period is whollyattributable to circumstances which it would not be reasonable to have expected the company toprevent or avoid.

(6) A company may, notwithstanding any provision to the contrary in its memorandum or articles,take advantage of subsection (1), (2), (3), (4) or (5).

(7) For the purposes of this section and section 387B, the current address of a person of acompany, in relation to any notice or document, is a number or address used for electroniccommunication which -

(a) has been notified by the person in writing to the company as one at which that notice ordocument may be sent to him; and

(b) the company has no reason to believe that that notice or document sent to the person at thataddress will not reach him.

Electronic transmission of documents

387B.

-(1) Where any accounts, balance-sheet, report or other document is required or permitted to begiven, sent or served under this Act or under the memorandum or articles of a company by thecompany or the directors of the company to -

(a) a member of the company; or

(b) an officer or auditor of the company, that document may be given, sent or served usingelectronic communications to the current address of that person.


(2) For the purposes of this section, a document shall also be treated as given or sent to, orserved on a person where -

(a) the company and that person have agreed in writing to his having access to documents on awebsite (instead of their being sent to him);

(b) the document is a document to which that agreement applies;

(c) the document is published on the website such that it is or can be made legible; and

(d) that person is notified, in a manner for the time being agreed for that purpose between himand the company, of -

(i) the publication of the document on that website;

(ii) the address of that website; and

(iii) the place on that website where the documents may be accessed, and how it may be accessed.

(3) Where any provision of this Act or of the memorandum or articles of the company requires anydocument to be given or sent to, or served on a person not less than a specified number of daysbefore a meeting, that document, if treated in accordance with subsection (2) as given or sentto, or served on any person, shall be treated as given or sent to, or served on the person notless than the specified number of days before the date of a meeting if, and only if -

(a) the document is published on and remains accessible to that person from the websitethroughout a period beginning before the specified number of days before the date of the meetingand ending with the conclusion of the meeting; and

(b) the notification given for the purposes of subsection (2) (d) is given not less than thespecified number of days before the date of the meeting.

(4) Nothing in subsection (3) shall invalidate the proceedings of a meeting where -

(a) any document that is required to be published and remain accessible as mentioned inparagraph (a) of that subsection is published and remains accessible for a part, but not all, ofthe period mentioned in that paragraph; and

(b) the failure to publish and make accessible that document throughout that period is whollyattributable to circumstances which it would not be reasonable to have expected the company toprevent or avoid.

(5) A company may, notwithstanding any provision to the contrary in its articles, take advantageof subsection (1), (2), (3) or (4).

Security for costs

388.

-(1) Where a corporation is plaintiff in any action or other legal proceeding the court havingjurisdiction in the matter may, if it appears by credible testimony that there is reason tobelieve that the company will be unable to pay the costs of the defendant if successful in hisdefence, require sufficient security to be given for those costs and stay all proceedings untilthe security is given.


Costs

(2) The costs of any proceeding before a court under this Act shall be borne by such party tothe proceeding as the court may, in its discretion, direct.

As to rights of witnesses to legal representation

389.

Any person summoned for examination under Part IX or under section 285 or 286 may, at his owncost, employ a solicitor who shall be at liberty to put to him such questions as the inspector,Court or District Judge considers just for the purpose of enabling him to explain or qualify anyanswers given by him.

Disposal of shares of shareholder whose whereabouts unknown

390.

-(1) Where by the exercise of reasonable diligence a company is unable to discover thewhereabouts of a shareholder for a period of not less than 10 years the company may cause anadvertisement to be published in a newspaper circulating in the place shown in the register ofmembers as the address of the shareholder stating that the company after the expiration of onemonth from the date of the advertisement intends to transfer the shares to the OfficialReceiver.

(2) If, after the expiration of one month from the date of the advertisement, the whereabouts ofthe shareholder remain unknown, the company may transfer the shares held by the shareholder inthe company to the Official Receiver and for that purpose may execute for and on behalf of theowner a transfer of those shares to the Official Receiver.

(3) The Official Receiver shall sell or dispose of any shares so received in such manner and atsuch time as he thinks fit and shall deal with proceeds of the sale or disposal as if they weremoneys paid to him pursuant to section 322.

Power to grant relief

391.

-(1) If in any proceedings for negligence, default, breach of duty or breach of trust against aperson to whom this section applies it appears to the court before which the proceedings aretaken that he is or may be liable in respect thereof but that he has acted honestly andreasonably and that, having regard to all the circumstances of the case including thoseconnected with his appointment, he ought fairly to be excused for the negligence, default orbreach the court may relieve him either wholly or partly from his liability on such terms as thecourt thinks fit.

(1A) For the avoidance of doubt and without prejudice to the generality of subsection (1),"liability" includes the liability of a person to whom this section applies to account forprofits made or received.

(2) Where any person to whom this section applies has reason to apprehend that any claim will ormight be made against him in respect of any negligence, default, breach of duty or breach oftrust he may apply to the Court for relief, and the Court shall have the same power to relievehim as under this section it would have had if it had been a court before which proceedingsagainst him for negligence, default, breach of duty or breach of trust had been brought.

(3) The persons to whom this section applies are -


(a) officers of a corporation;

(b) persons employed by a corporation as auditors, whether they are or are not officers of thecorporation;

(c) experts within the meaning of this Act; and

(d) persons who are receivers, receivers and managers or liquidators appointed or directed bythe Court to carry out any duty under this Act in relation to a corporation and all otherpersons so appointed or so directed.

Irregularities

392.

-(1) In this section, unless the contrary intention appears a reference to a proceduralirregularity includes a reference to -

(a) the absence of a quorum at a meeting of a corporation, at a meeting of directors orcreditors of a corporation or at a joint meeting of creditors and members of a corporation; and

(b) a defect, irregularity or deficiency of notice or time.

(2) A proceeding under this Act is not invalidated by reason of any procedural irregularityunless the Court is of the opinion that the irregularity has caused or may cause substantialinjustice that cannot be remedied by any order of the Court and by order declares the proceedingto be invalid.

(3) A meeting held for the purposes of this Act, or a meeting notice of which is required to begiven in accordance with the provisions of this Act, or any proceeding at such a meeting, is notinvalidated by reason only of the accidental omission to give notice of the meeting or the non-receipt by any person of notice of the meeting, unless the Court, on the application of theperson concerned, a person entitled to attend the meeting or the Registrar, declares proceedingsat the meeting to be void.

(4) Subject to the following provisions of this section and without limiting the generality ofany other provision of this Act, the Court may, on application by any interested person, makeall or any of the following orders, either unconditionally or subject to such conditions as theCourt imposes:

(a) an order declaring that any act, matter or thing purporting to have been done, or anyproceeding purporting to have been instituted or taken, under this Act or in relation to acorporation is not invalid by reason of any contravention of, or failure to comply with, aprovision of this Act or a provision of any of the constituent documents of a corporation;

(b) an order directing the rectification of any register kept by the Registrar under this Act;

(c) an order relieving a person in whole or in part from any civil liability in respect of acontravention or failure of a kind referred to in paragraph (a);

(d) an order extending the period for doing any act, matter or thing or instituting or takingany proceeding under this Act or in relation to a corporation (including an order extending aperiod where the period concerned expired before the application for the order was made) orabridging the period for doing such an act, matter or thing or instituting or taking such a


proceeding, and may make such consequential or ancillary orders as the Court thinks fit.

(5) An order may be made under subsection (4) (a) or (b) notwithstanding that the contraventionor failure referred to in the paragraph concerned resulted in the commission of an offence.

(6) The Court shall not make an order under this section unless it is satisfied -

(a) in the case of an order referred to in subsection (4) (a) -

(i) that the act, matter or thing, or the proceeding, referred to in that paragraph isessentially of a procedural nature;

(ii) that the person or persons concerned in or party to the contravention or failure actedhonestly; or

(iii) that it is in the public interest that the order be made;

(b) in the case of an order referred to in subsection (4) (c) - that the person subject to thecivil liability concerned acted honestly; and

(c) in every case - that no substantial injustice has been or is likely to be caused to anyperson.

Privileged communications

393.

No inspector appointed under this Act shall require disclosure by a solicitor of any privilegedcommunication made to him in that capacity, except as respects the name and address of hisclient.

Production and inspection of books where offence suspected

394.

-(1) If, on an application made to a judge of the Court in chambers by or on behalf of theMinister, there is shown to be reasonable cause to believe that any person has, while an officerof a company, committed an offence in connection with the management of the company's affairsand that evidence of the commission of the offence is to be found in any books or papers of orunder the control of the company, an order may be made -

(a) authorising any person named therein to inspect such books or papers or any of them for thepurpose of investigating and obtaining evidence of the offence; or

(b) requiring the secretary or such other officer as is named in the order to produce such booksor papers or any of them to a person named in the order at a place so named.

(2) No appeal shall lie against any order or decision of a judge on or in relation to anapplication under this section.

Form of registers, etc.

395.

-(1) For the purposes of this Act, any register, index, minute book or book of account may bekept either by making entries in a bound book or by recording the matters in question in anyother permanent manner.


(2) Where any register, index, minute book or book of account required by this Act to be kept isnot kept by making entries in a bound book, but by some other means -

15/84.

(a) reasonable precautions shall be taken for guarding against falsification and forfacilitating the discovery of any falsification; and

(b) proper facilities shall be provided to enable the register, index, minute book or book ofaccount to be inspected, and, where default is made in complying with this subsection, thecompany and every officer of the company who is in default shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

Inspection of registers

396.

-(1) Any register, minute book or document of a corporation which is by this Act required to beavailable for inspection shall, subject to and in accordance with this Act, be available forinspection at the place where in accordance with this Act it is kept during the hours in whichthe registered office of the corporation is accessible to the public.

(2) Any person permitted by this Act to inspect any register, minute book or document of acorporation may make copies of or take extracts from it and any officer of the corporation whofails to allow any person so permitted to make a copy of or take extracts from the register,minute book or document, as the case may be, shall be guilty of an offence.

Translations of instruments

397.

-(1) Where under this Act a corporation is required to lodge with the Registrar any instrument,certificate, contract or document or a certified copy thereof and the same is not written in theEnglish language, the corporation shall lodge at the same time with the Registrar a certifiedtranslation thereof in the English language.

(2) Where under this Act a corporation is required to make available for public inspection anyinstrument, certificate, contract or document and the same is not written in the Englishlanguage, the corporation shall keep at its registered office in Singapore a certifiedtranslation thereof in the English language.

(3) Where any accounts, minute books or other records of a corporation required by this Act tobe kept are not kept in the English language, the directors of the corporation shall cause atrue translation of such accounts, minute books and other records to be made from time to timeat intervals of not more than 7 days and shall cause such translations to be kept with theoriginal accounts, minute books and other records for so long as the original accounts, minutebooks and other records are required by this Act to be kept.

Certificate of incorporation conclusive evidence

398.

A certificate of incorporation under the hand and seal of the Registrar issued under this Act inforce before the date of commencement of section 8 of the Companies (Amendment) Act 2002, anotice of incorporation issued by the Registrar under this Act, and a certificate ofconfirmation of incorporation under the hand and seal of the Registrar issued under this Act,shall each be conclusive evidence that all the requirements of this Act in respect of


registration and of matters precedent and incidental thereto have been complied with, and thatthe company referred to therein is duly incorporated under this Act.

Court may compel compliance

399.

-(1) If any person in contravention of this Act refuses or fails to permit the inspection of anyregister, minute book or document or to supply a copy of any register, minute book or documentthe Court may by order compel an immediate inspection of the register, minute book or documentor order the copy to be supplied.

(2) If any officer or former officer of a company has failed or omitted to do any act, matter orthing which under this Act he is or was required or directed to do , the Court on theapplication of the Registrar or any member of the company or the Official Receiver or liquidatormay, by order, require that officer or former officer to do such act, matter or thing forthwithor within such time as is allowed by the order, and for the purpose of complying with any suchorder a former officer shall be deemed to have the same status, powers and duties as he had atthe time the act, matter or thing should have been done.

DIVISION 2 - OFFENCES

DIVISION 2 - OFFENCES

400.

Repealed by S 236/2002, wef 01/07/2002.

False and misleading statement

401.

-(1) Every corporation which advertises, circulates or publishes any statement of the amount ofits capital which is misleading, or in which the amount of capital or subscribed capital isstated but the amount of paid-up capital or the amount of any charge on uncalled capital is notstated as prominently as the amount of subscribed capital is stated, and every officer of thecorporation who knowingly authorises, directs or consents to such advertising, circulation orpublication shall be guilty of an offence.

(2) Every person who in any return, report, certificate, balance-sheet or other documentrequired by or for the purposes of this Act wilfully makes or authorises the making of astatement false or misleading in any material particular knowing it to be false or misleading orwilfully omits or authorises the accession of any matter or thing without which the document ismisleading in a material respect shall be guilty of an offence and shall be liable on convictionto a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.

(2A) Any person who, for any purpose under this Act -

(a) lodges or files with or submits to the Registrar any document; or

(b) authorises another person to lodge or file with or submit to the Registrar any document,knowing that document to be false or misleading in a material respect, shall be guilty of anoffence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment fora term not exceeding 2 years or to both.

(3) For the purposes of subsection (2), where a person at a meeting votes in favour of themaking of a statement referred to in that subsection he shall be deemed to have authorised themaking of that statement.


False reports

402.

-(1) An officer of a corporation who, with intent to deceive, makes or furnishes, or knowinglyand wilfully authorises or permits the making or furnishing of, any false or misleadingstatement or report to -

(a) a director, auditor, member, debenture holder or trustee for debenture holders of thecorporation; or

(b) in the case of a corporation that is a subsidiary, an auditor of the holding company,

(c) Deleted by Act 42/2001, wef 01/10/2002. relating to the affairs of the corporation, shall beguilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or toimprisonment for a term not exceeding 2 years or to both.

(2) In subsection (1), officer includes a person who at any time has been an officer of thecorporation.

Dividends payable from profits only

403.

-(1) No dividend shall be payable to the share-holders of any company except out of profits.

(1A) Subject to subsection (1B), any profits of a company applied towards the purchase oracquisition of its own shares in accordance with sections 76B to 76G shall not be payable asdividends to the shareholders of the company.

(1B) Subsection (1A) shall not apply to any part of the proceeds received by the company asconsideration for the sale or disposal of treasury shares which the company has applied towardsthe profits of the company.

(1C) Any gains derived by the company from the sale or disposal of treasury shares shall not bepayable as dividends to the shareholders of the company.

(2) Every director or manager of a company who wilfully pays or permits to be paid any dividendin contravention of this section -

(a) shall, without prejudice to any other liability, be guilty of an offence and shall be liableon conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12months; and

(b) shall also be liable to the creditors of the company for the amount of the debts due by thecompany to them respectively to the extent by which the dividends so paid have exceeded theprofits and such amount may be recovered by the creditors or the liquidator suing on behalf ofthe creditors.

(3) If the whole amount is recovered from one director or from the manager he may recovercontribution against any other person liable who has directed or consented to such payment.

(4) No liability by this section imposed on any person shall on the death of such person extendor pass to his executors or administrators nor shall the estate of any such person after hisdecease be made liable under this section.


(5) In this section, dividend includes bonus and payment by way of bonus.

Fraudulently inducing persons to invest money

404.



Obtaining payment of moneys, etc., to company by false promise of director, member, etc., ofcompany

(3) Whoever, being an officer or agent of any corporation, by any deceitful means or falsepromise and with intent to defraud, causes or procures any money to be paid or any chattel ormarketable security to be delivered to that corporation or to himself or any other person forthe use or benefit or on account of that corporation shall be guilty of an offence and shall beliable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding5 years or to both.

Evidence of financial position of company

(4) Upon the trial of a charge of an offence under this section, the opinion of any registeredor public accountant as to the financial position of any company at any time or during anyperiod in respect of which he has made an audit or examination of the affairs of the companyaccording to recognised audit practice shall be admissible either for the prosecution or for thedefence as evidence of the financial position of the company at that time or during that period,notwithstanding that the opinion is based in whole or in part on book-entries, documents orvouchers or on written or verbal statements by other persons.

Penalty for carrying on business without registering a corporation and for improper use of wordsLimited and Berhad

405.

-(1) If any person uses any name or title or trades or carries on business under any name ortitle of which "Limited", "Berhad", "Company", "Corporation" or "Incorporated" or anyabbreviation, imitation or translation of any of those words is the final word, or in any wayholds out that the business is registered or incorporated that person shall, unless at that timethe business was duly incorporated under this Act or registered under the Limited LiabilityPartnerships Act 2004 or the Business Registration Act, be guilty of an offence and shall beliable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding2 years or to both.

Restriction on the use of word "Private" or "Sendirian"

(2) A company shall not use the word "Private" or "Sendirian" or any abbreviation thereof aspart of its name if it does not fulfil the requirements required by this Act to be fulfilled byprivate companies and every corporation and every officer of a corporation who is in defaultshall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000and also to a default penalty.

Frauds by officers

406.


Every person who, while an officer of a company -

(a) has by deceitful or fraudulent or dishonest means or by means of any other fraud induced anyperson to give credit to the company; or

(b) with intent to defraud creditors of the company, has made or caused to be made any gift ortransfer of or charge on, or has caused or connived at the levying of any execution against, theproperty of the company; or

(c) with intent to defraud creditors of the company, has concealed or removed any part of theproperty of the company since or within two months before the date of any unsatisfied judgmentor order for payment of money obtained against the company, shall be guilty of an offence andshall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term notexceeding 3 years or to both.

General penalty provisions.

407.

-(1) A person who -

(a) does that which under this Act he is forbidden to do;

(b) does not do that which under this Act he is required or directed to do; or

(c) otherwise contravenes or fails to comply with any provision of this Act, shall be guilty ofan offence.

(2) A person who is guilty of an offence under this Act shall be liable on conviction to apenalty or punishment not exceeding the penalty or punishment expressly mentioned as the penaltyor punishment for the offence, or if a penalty or punishment is not so mentioned, to a fine notexceeding $1,000.

(3) Every summons issued for an offence committed by an officer of a company or other personunder this Act or any regulations may, notwithstanding anything in this Act, be served -

(a) by delivering it to him;

(b) by delivering it to any adult person residing at his last known place of abode or employedat his last known place of business; or

(c) by forwarding it by registered post in a cover addressed to him at his last known place ofabode or business or at any address furnished by him.

(4) In proving service by registered post, it shall be sufficient to prove that the registeredcover containing the summons was duly addressed and posted.

Default penalties.

408.

-(1) Where a default penalty is provided in any section of this Act, any person who is convictedof an offence under this Act or who has been dealt with under section 409 (4) or (5) for anoffence under this Act in relation to that section shall be guilty of a further offence underthis Act if the offence continues after he is so convicted or after he has been so dealt withand liable to an additional penalty for each day during which the offence so continues of not


more than the amount expressed in the section as the amount of the default penalty or, if anamount is not so expressed, of not more than $200.

(2) Where any offence is committed by a person by reason of his failure to comply with anyprovision of this Act under which he is required or directed to do anything within a particularperiod, that offence, for the purposes of subsection (1), shall be deemed to continue so long asthe thing so required or directed to be done by him remains undone, notwithstanding that suchperiod has elapsed.

(3) For the purposes of any provision of this Act which provides that an officer of a company orcorporation who is in default is guilty of an offence under this Act or is liable to a penaltyor punishment, the phrase officer who is in default or any like phrase means any officer of thecompany or corporation who knowingly and wilfully -

(a) is guilty of the offence; or

(b) authorises or permits the commission of the offence.

Proceedings how and when taken.

409.

-(1) Except where provision is otherwise made in this Act, proceedings for any offence underthis Act may be taken by the Registrar or with the written consent of the Minister by anyperson.

(2) Deleted by Act 36/2000 wef 22/01/2001.

(3) Proceedings for any offence under this Act, other than an offence punishable withimprisonment for a term exceeding 6 months, may be prosecuted in a Magistrate's Court and in thecase of an offence punishable with imprisonment for a term of 6 months or more may be prosecutedin a District Court.

(4) The Registrar may, without instituting proceedings against any person for any offence underthis Act or any subsidiary legislation made thereunder which is punishable only by a fine or afine and a default penalty, demand and receive the amount of such fine or default penalty orsuch reduced amount as he thinks fit from that person, whereupon -

(a) if that person pays the amount to the Registrar within 14 days after the demand, noproceedings shall be taken against him in relation to the offence; or

(b) if that person does not so pay the amount so demanded, the Registrar may cause proceedingsto be instituted in relation to the offence.

(5) The powers conferred upon the Registrar under subsection (4) in relation to offences underthis Act that are punishable by a fine or a fine and default penalty shall extend to an offencecommitted under section 201 (1) even though such offence is punishable under section 204 by afine or imprisonment.

(6) The power of the Registrar referred to in subsection (4) shall only be exercised where theperson agrees, either by himself or an agent duly authorised by him, to the offence being dealtwith under that subsection.

(7) Any punishment authorised by this Act may be imposed by a District Court, notwithstandingthat it is a greater punishment than that Court is otherwise empowered to impose.


(8) The Registrar and any officer authorised by him in writing shall have the right to appearand be heard before a Magistrate's Court or a District Court in any proceedings for an offenceunder this Act.

Injunctions.

409A.

-(1) Where a person has engaged, is engaging or is proposing to engage in any conduct thatconstituted, constitutes or would constitute a contravention of this Act, the Court may, on theapplication of -

(a) the Registrar; or

(b) any person whose interests have been, are or would be affected by the conduct, grant aninjunction restraining the first-mentioned person from engaging in the conduct and, if in theopinion of the Court it is desirable to do so, requiring that person to do any act or thing.

(2) Where a person has refused or failed, is refusing or failing, or is proposing to refuse orfail, to do an act or thing that he is required by this Act to do, the Court may, on theapplication of -

(a) the Registrar; or

(b) any person whose interests have been, are or would be affected by the refusal or failure todo that act or thing, grant an injunction requiring the first-mentioned person to do that act orthing.

(3) Where an application is made to the Court for an injunction under subsection (1), the Courtmay, if in the opinion of the Court it is desirable to do so, before considering theapplication, grant an interim injunction restraining a person from engaging in conduct of thekind referred to in subsection (1) pending the determination of the application.

(4) The Court may rescind or vary an injunction granted under subsection (1), (2) or (3).

(5) Where an application is made to the Court for the grant of an injunction restraining aperson from engaging in conduct of a particular kind, the power of the Court to grant theinjunction may be exercised -

(a) if the Court is satisfied that the person has engaged in conduct of that kind - whether ornot it appears to the Court that the person intends to engage again, or to continue to engage,in conduct of that kind; or

(b) if it appears to the Court that, in the event that an injunction is not granted, it islikely the person will engage in conduct of that kind - whether or not the person has previouslyengaged in conduct of that kind and whether or not there is an imminent danger of substantialdamage to any person if the first-mentioned person engages in conduct of that kind.

(6) Where an application is made to the Court for a grant of an injunction requiring a person todo a particular act or thing, the power of the Court to grant the injunction may be exercised -

(a) if the Court is satisfied that the person has refused or failed to do that act or thing -whether or not it appears to the Court that the person intends to refuse or fail again, or tocontinue to refuse or fail, to do that act or thing; or


(b) if it appears to the Court that, in the event that an injunction is not granted, it islikely the person will refuse or fail to do that act or thing - whether or not the person haspreviously refused or failed to do that act or thing and whether or not there is an imminentdanger of substantial damage to any person if the first mentioned person refused or fails to dothat act or thing.

(7) Where the Registrar makes an application to the Court for the grant of an injunction underthis section, the Court shall not require the Registrar or any other person, as a condition ofgranting an interim injunction, to give any undertakings as to damages.

(8) Where the Court has power under this section to grant an injunction restraining a personfrom engaging in particular conduct, or requiring a person to do a particular act or thing, theCourt may, either in addition to or in substitution for the grant of the injunction, order thatperson to pay damages to any other person.

409B.

Repealed by Act 39/99 wef 10/01/2000.

Division 3 - Miscellaneous

Division 3 - Miscellaneous

Rules.

410.

The Rules Committee constituted under any law for the time being in force relating to the courtmay, subject to and in accordance with the provisions of that law relating to the making ofrules, make rules -

(a) with respect to proceedings and the practice and procedure of the Court under this Act;

(b) with respect to any matter or thing which is by this Act required or permitted to beprescribed by rules;

(c) without limiting the generality of this section, with respect to Court fees and costs andwith respect to rules as to meetings ordered by the Court; and

(d) generally with respect to the winding up of companies.

Regulations.

411.

The Minister may make regulations for or with respect to -

(a) the duties and functions of the Registrar, Deputy Registrars, Assistant Registrars and otherpersons appointed to assist with the administration of this Act;

(b) all matters connected with or arising out of the judicial management of a company by ajudicial manager including the appointment of the judicial manager;

(ba) Deleted by Act 42/2001, wef 01/07/2002.

(c) the lodging or registration of documents and the time and manner of submission of documentsfor lodging or registration;


(d) prescribing forms for the purposes of this Act;

(e) prescribing fees, not in any case exceeding $50, to be paid to the Registrar in respect ofmatters or things not provided for in the Second Schedule in respect of any document required tobe lodged, filed, registered with or issued by the Registrar under this or any other Act or forany act required to be performed by the Registrar or for the inspection of any such document;

(f) prescribing times for the lodging of any documents with the Registrar; and

(g) all matters or things which by this Act are required or permitted to be prescribed otherwisethan by rules or which are necessary or expedient to be prescribed for giving effect to thisAct.

FIRST SCHEDULE REPEALED WRITTEN LAWS

FIRST SCHEDULE REPEALED WRITTEN LAWS

Number in 1955Edition

Short Title Extent of Repeal

Cap.15 The Foreign Corporations (Execution of Instruments under Seal) Ordinance The whole.

Cap.174 The Companies Ordinance The whole.

Cap.277 The Companies (Special Provisions) Ordinance The whole.SECOND SCHEDULE FEES TO BE PAID TO THE REGISTRAR

SECOND SCHEDULE FEES TO BE PAID TO THE REGISTRAR

Item No. Section or other provisionunder which transaction is

carried out

Transaction Incorporation of Company Fees

1. 27 (10), (11) and (12) and28(2)

Application for reservation of name or approval ofchange of name

$15 upon approvalof each name

(applicable to both companies and foreign companies)

2. 27 (10), (11) and (12) and 28(2)

Appeal for approval of name application or appeal forchange of name

$15 per appeal


3. 27 (13) Application for extension of reservation period forapproved name

$10


4. 19 and 143 (1) Incorporation of public company having a sharecapital

$300

5. 19 and 143 (1) Incorporation of public company not having a sharecapital

$600

6. 19 and 143 (1) Incorporation of private company $300

7. 61 (2) (a) and (c) Lodgment of statement in lieu of prospectus andlodgment of declaration of compliance by companythat has not issued prospectus

$10

Company particulars (including changes toparticulars)

8. 26 (2) and 28 (2) Lodgment of notice of resolution for change ofcompany name

$10


9. - Lodgement of notice of resolution pertaining to anyother matter

$10

10. 143 (1) and 372 (1) (d) Lodgment of notice of change of situation ofregistered office or of office hours

$10


11. 196 (2) and (8) and 379 (6)and (7)

Lodgment of notice of situation of the office where abranch register of members is kept, or of change inlocation or discontinuance

$10

(applicable to both companies, foreign companies andforeign entities)

12. 35 (5) and 372 (3) Lodgment of notice of change in number of members $10


13. 30 (2) Application for conversion from an unlimitedcompany to a company limited by shares undersection 30 (1) (a)

$30

14. 30 (2) Application for conversion from an unlimitedcompany to a company limited by guarantee undersection 30 (1) (a)

$30

15. 30 (2) Application for conversion from a limited company toan unlimited company under section 30 (1) (b)

$30

16. 31 (1) Application for conversion from a public company toa private company limited by shares

$30

17. 31 (2) Application for conversion from a private company toa public company limited by shares

$30

18. 26 (2) and 34 Lodgment of resolution, order of Court, or otherdocument affecting memorandum of a company

$10

19. 33 (9) Lodgment of resolution for alteration of objects inmemorandum of company

$10

20. Deleted by S 55/2006, wef 30/01/2006.

21. 71 (1A) Lodgment of notice of alteration to share capital $10

22. 372 (2) Lodgment of notice of increase in authorised sharecapital

$10


23. 31 (3A) and 128A Lodgment of notice of list of shareholders or transferof shares

$10

24. 70 (8) Lodgment of notice of redemption of redeemablepreference shares

$10

25. 76 (9A) (g) and (9B) (f) and76 (10) (c) and (e)

Lodgment of notice of resolution, or notice ofintention to propose special resolution, to givefinancial assistance for the acquisition of shares orunits of shares in company

$10

26. 93 (2) Lodgment of notice of place or change of place whereregister of holders of debentures is kept

$10

27. 191 (2) Lodgment of notice of place or change of place whereregister of members and index is kept

$10

28. 179 (7) Lodgment of copy of minute by representative ofholding company relating to proceedings of

$10


subsidiary company

29. 174 (5) Lodgment of statutory report of public company $10

30. 61 (1) (b) (iii) Lodgment of notice of compliance by company thathas issued prospectus

$10

31. 76B (9) Lodgment of notice of purchase or acquisition ofordinary shares or stocks

$10

32. 76B (9) Lodgment of notice of purchase or acquisition ofpreference shares

$10

33. 63 (1) and (5) Lodgment of return of allotment of shares $10

34. 173 (6) Lodgment of notice of appointment, cessation ofappointment or change of particulars of a company'sdirector, manager, secretary or auditor

$10

35. 173 (6A) Lodgment of notice of cessation of appointment ofdirector by that director

$10

Treasury shares

35A. 76K (5) Lodgment of notice of cancellation or disposal oftreasury shares

$10

Reduction of share capital

35B. 78C (3) (c) Lodgment of copy of solvency statement togetherwith special resolution

$10

35C. 78D (4) (b) Giving of notice of creditor's application to the Courtfor cancellation of special resolution

$10

35D. 78E (1) (ii) Lodgment of copy of solvency statement, directors'statement and notice containing reduction information

$30

35E. 78E (2) (i) and (ii) Lodgment of directors' statement and noticecontaining reduction information

$30

35F. 78E (3) (iii) Lodgment of directors' statement, copy of order ofCourt and notice containing reduction information

$30

35G. 78E (4) (iii) Lodgment of directors' statement, copy of order ofCourt and notice containing reduction information

$30

35H. 78F (4) Lodgment of notice of order of Court cancellingspecial resolution

$10

35I. 78I (3) Lodgment of copy of order of Court and noticecontaining reduction information

$30

35J. 78I (3) Application for extension of time to lodge copy oforder of Court and notice containing reductioninformation

$30

35K. 78B (1) (c) and 78C (1) (c)and regulation 6 of theCompanies Regulations (Rg1)

Lodgment of documents for purposes of publicityrequirements

$500

Amalgamation

35L. 215E (1) Registration of amalgamation -

(a) where the amalgamated company is the same asone of the amalgamating companies; or

$400


(b) where the amalgamated company is a newcompany

$700

Lodgment of statement relating to charges forregistration

36. 131 (1) Lodgment of statement containing particulars ofcharge

$60

37. 131 (5) Lodgment of statement containing particulars of aseries of debentures

$60

38. 131 (6) Lodgment of statement containing particulars of anissue of debentures where there is more than one issueof debenture in a series of debentures

$60

39. 133 (1) and 141 Lodgment of statement of particulars in respect ofproperty acquired by company or registered foreigncompany while the property is subject to charge

$60

40. 133 (1) Lodgment of statement in respect of charge created byforeign company before registration of foreigncompany in Singapore

$60

41. 133 (1) Lodgment of statement of particulars in respect ofproperty acquired by foreign company while theproperty is subject to a charge before registration offoreign company in Singapore

$60

42. Regulation 40, Companies(Filing of Documents)Regulations 2003 (G.N. No. S17/2003)

Lodgment of form reporting variation of charges $10

43. 136 (1) Lodgment of satisfaction of charges $10

44. 139 Application for extension of time for lodgment ofcharge

$10

Annual filing of forms and documents by company

45. 197 (1) and Eighth Schedule View and lodgment of summary of return bycompany having a share capital

$10

46. 197 (1) and Eighth Schedule Lodgment of main return of company having sharecapital

$10

47. 197 (5) View and lodgment of summary of return bycompany not having a share capital

$10

48. 197 (5) Lodgment of main return by company not having ashare capital

$10

49. 201 (2) Application for extension of time for period ofaccounts

Up to $150

50. 175 (2) Application for extension of time to hold AGM Up to $150

51. 202 (1) Application for relief from requirements as to formand content of accounts and reports

$50

Winding up, receivership and judicial management ofcompany


52. 223 (1) (c), 227L (6), 270 (1)and regulation 8 of theCompanies (Filing ofDocuments) Regulations 2003(G.N. No. S 17/2003)

Lodgment of statement of affairs and affidavitverifying statement of affairs

$10

53. 221 (1) Lodgment of notice of appointment of receiver ormanager

$10

54. 221 (2) Lodgment of notice by receiver or manager ofcessation of office

$10

55. 225 (1) (a) (i) Lodgment of account of receipts and payments byreceiver or manager

$10

56. 227B and regulation 28Companies (Filing ofDocuments) Regulations 2003(G.N. No. S 17/2003)

Lodgment of notice of the application for judicialmanagement order and copy of application for judicialmanagement order

$10

57. 227H (7) and regulation 29Companies (Filing ofDocuments) Regulations 2003

Lodgment of notice of judicial management order andcopy of judicial management order

$10

58. Regulation 31 Companies(Filing of Documents)Regulations 2003

Lodgment of notice by judicial manager of cessationof office under section 227J

$10

59. 227M (1), 227P (2) andregulation 27 Companies(Filing of Documents)Regulations 2003

Lodgment of proposal or revised proposal by judicialmanager

$10

60. 227N (3) and 227P (5) Lodgment of notice of report of result of meeting ofcreditors on proposals or revised proposals of judicialmanager

$10

61. 291 (1) Lodgment of declaration by directors of company'sinability to continue business by reasons of itsliabilities

$10

62. 293 (3) (c) Lodgment of declaration of solvency $10

63. 295 (4) Lodgment of notice of holding of meeting of creditors $10

64. 262 (1) Lodgment of notice of winding up order andparticulars of the liquidator

$10

65. 262 (2) Lodgment of a copy of winding up order $10

66. 308 (3) and (4) Lodgment of return by liquidator relating to finalmeeting

$10

67. 267 and 316 (1) Lodgment of notice of appointment and situation ofoffice of provisional liquidator or liquidator

$10

68. 267 and 316 (1) Lodgment of notice of change in situation of office ofprovisional liquidator or liquidator

$10

69. 267 and 316 (3) Lodgment of notice by provisional liquidator orliquidator of resignation or removal from office

$10

70. 317 Lodgment of liquidator's account of receipts andpayments and statement of the position in winding up

$10

71. 344 (1) and 377 (6) Application for striking off $35



72. Lodgment of order of Court for reinstatement ofcompany which has been -

$10

343 (2) (a) dissolved; or

344 (5) and 377 (b) struck off (applicable to both companies andforeign companies)

73. 344 (2) and 377 (6) Lodgment of objections to striking off $10


74. - Lodgment of notice of intention to lodge objections tofuture striking off

$10

75. - Lodgment of withdrawal of application to strike off $30

Registration of foreign company

76. 368 Registration of foreign company (a) $300 forforeign companyhaving a sharecapital

(b) $1200 forforeign companynot having a sharecapital

77. Regulation 21 (1) and (3)Companies (Filing ofDocuments) Regulations 2003(G.N. No. S 17/2003)

Application for extension of time to lodge anydocument required for the registration of a foreigncompany

$30

Changes to particulars of foreign company

78. 372 (1) (f) Lodgment of notice of change of name $10

79. 368 (1) (c) and 372 (1) (b) Lodgment of return of particulars or change oralteration in particulars of directors

$10

80. 370 (3) and 372 (1) (c) Lodgment of notice of change or alteration inparticulars of agent or appointment or cessation ofagent of foreign company

$10

81. 372 (1) (e) Lodgment of notice of change or alteration of addressof registered office of foreign company in its place ofincorporation or origin

$10

82. 372 (1) (a) Lodgment of notice of change or alteration in thecharter, statute, memorandum or articles or otherinstruments of foreign company

$10

83. 372 (1) (g) Lodgment of notice of change in the powers of theresident directors of foreign company

$10

84. 372 (1), (2) and (4) Application for extension of time to lodge anyparticulars of change or alteration and suchdocuments as the regulations require

$30

Annual filing of forms and documents by foreigncompany

85. 373 (1), (2), (4) and (5) Lodgment of balance-sheet and accompanying $10


documents

86. 201 (2) and 373 (4) Application for extension of time for lodgment ofbalance-sheet and accompanying documents

$30

87. 373 (7) Application for relief from requirements as to formand content of accounts and reports

$30

88. 373 (5) (b) Application for waiver to lodge annual filing of formsand documents relating to the operations of foreigncompany in Singapore

$30

Winding up, receivership and judicial management offoreign company

89. 377 (1) Lodgment of notice by foreign company of cessationof business

$10

90. 377 (2) Lodgment of notice by agent of foreign company ofliquidation or dissolution of company

$10

Miscellaneous transactions

91. 12B, 137, 210 (5), 212 (3),215H, 216 (5), 227G (9),227K (1), 227N (5), 227Q (3),227R (5), 269 (3), 276 (6),279 (3), 308 (7), 343 (2), 372(4), and others and regulation41C of the Companies (Filingof Documents) Regulations(Rg7)

Lodgment of order of Court $10

92. Deleted by S 55/2006, wef 30/01/2006.

93. - Application for filing annual return signed by onedirector where AGM is held

$30

94. - Application for filing annual return signed by onedirector where no AGM is held

$30

95. - Application for filing annual return where no AGM isheld

$30

96. Deleted by Act 5/2004, wef 01/04/2004.

97. 23 (2) Application for approval to hold or to sell, mortgageor transfer any land

$100

98. 29 (1) Application for the omission of the word "Limited" or"Berhad"

$100

99. 29 (4) Application for consent of Minister to alteration ofmemorandum and articles of association

$100

100. 12B (3) Lodgment of notice of error in document lodged $30

101. Application for the following: $50

19 (7) (a) certificate confirming incorporation of company;

26 (7) (b) certificate confirming that company isincorporated in accordance with the alteration made tothe memorandum;

28 (5) (c) certificate confirming incorporation of company


under new name changed by special resolution;

30 (2) (d) certificate confirming conversion of companyfrom -

(i) unlimited to limited by guarantee; or

(ii) unlimited to limited by shares;

31 (3) (e) certificate confirming conversion from -

(i) public company to private company; or

(ii) private company to public company;

371 (2) (f) certificate that foreign company is registered inSingapore;

23 (2) and (5) (g) certificate confirming approval to hold land;

29 (9) (h) certificate confirming approval to registercompany with limited liability without the addition of"Limited" or "Berhad";

61 (7) (i) certificate that company is entitled to commencebusiness and exercise its borrowing powers;

134 (3) (j) certificate to confirm that charge is registered.

215F (4) (k) Certificate confirming amalgamation

102. 27 (1) and 378 (1) Application for consent of the Minister to use of aname and order of the Minister granting consent touse of a name

$100


103. 27 (2A) Application to Registrar to direct a change ofcompany name

$30

104. 27 (5) Application for appeal to Minister against decision ofRegistrar to direct or not to direct a change ofcompany name

$50

105. - On late lodging of any document under the Act afterthe period prescribed by law in addition to any otherfee

Up to $350

(The Registrar, if satisfied that just cause existed forthe late lodgment, may waive in whole or in part theadditional fee.)

106. - On submission of any other application to theMinister under the Act

$100

107. Deleted by S 57/2005, wef 01/02/2005.

108. Deleted by S 57/2005, wef 01/02/2005.

109. Deleted by S 57/2005, wef 01/02/2005.

110. 200 (2A) and (3) Application to the Registrar with regard to theaccounting periods of a company within the samegroup

$50

111. 200 (9) Application to the Minister to appeal against thedecision of the Registrar

$100

112. - Lodgment of any other application to the Registrar,excluding an application under sections 23 (2), 200 or202

$30


113. 9 (2) (a) Application to Minister for approval of a liquidator $100

(b) Application to Minister for renewal of approval of aliquidator

$40

114. - On lodging, registering, depositing or filing any otherdocument with or by the Registrar under any Act(where the fee is not specified in any relevant Act orRegulation)

$10

115. - Lodgment of the first Memorial pursuant to anywritten law

$150

Any subsequent Memorial on the appointment of anew or other manager or any change in or addition tothe facts stated in the first Memorial

$75

116. - Lodgment of affidavit or statutory declaration $10

117. - (a) For taking an affidavit or statutory declaration, foreach person making the same

$20

(b) For each exhibit referred therein and to be marked $2 per exhibit

118. 227B Lodgment of application with the Court As prescribed byRules of Court(Cap. 322, R 5)*

*To be paid to theCourt

119. - On every application to the Court for approval orsanction of a compromise, arrangement, scheme orproposal

As prescribed byRules of Court orthe Companies(Winding Up)Rules (R 1),whichever isapplicable*

*To be paid to theCourt

Service charge f\or electronic filing of forms anddocuments by Registry of Companies and Businesses

for applicants*

120. Deleted by S 880/2005, wef 30/01/2006.

121. Deleted by S 880/2005, wef 30/01/2006.

122. Deleted by S 880/2005, wef 30/01/2006.

* The Registrar may, at his discretion, waive these charges.

Information Services

123. Deleted by S 880/2005, wef 30/01/2006.

124. Deleted by S 880/2005, wef 30/01/2006.

125. - For supplying electronic extracts of forms filed withthe Registrar

$10

126. - For supplying electronic extracts of forms includingattachments filed with the Registrar

$25


127. - For supplying company forms filed with the Registrarunder the Companies Regulations (Rg1) before 13thJanuary 2003

$2 per page or partthereof

128. - Application for certification of company forms filedwith the Registrar

$2 per page or partthereof

129. Deleted by S 880/2005, wef 30/01/2006.

130. Deleted by S 880/2005, wef 30/01/2006.

131. Deleted by S 880/2005, wef 30/01/2006.

132. Deleted by S 880/2005, wef 30/01/2006.

Package information

133. Deleted by S 880/2005, wef 30/01/2006.

134. Deleted by S 880/2005, wef 30/01/2006.

135. Deleted by S 880/2005, wef 30/01/2006.

136. Deleted by S 880/2005, wef 30/01/2006.

137. Deleted by S 880/2005, wef 30/01/2006.

138. Deleted by S 880/2005, wef 30/01/2006.

139. Deleted by S 880/2005, wef 30/01/2006.

140. Deleted by S 880/2005, wef 30/01/2006.THIRD SCHEDULE

THIRD SCHEDULE


FOURTH SCHEDULE TABLE A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES Interpretation

FOURTH SCHEDULE TABLE A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY

SHARES Interpretation

1.

In these Regulations -

"Act" means the Companies Act;

"seal" means the common seal of the company;

"secretary" means any person appointed to perform the duties of a secretary of the company;

expressions referring to writing shall, unless the contrary intention appears, be construed asincluding references to printing, lithography, photography and other modes of representing orreproducing words in a visible form;

words or expressions contained in these Regulations shall be interpreted in accordance with theprovisions of the Interpretation Act, and of the Act as in force at the date at which theseRegulations become binding on the company.

Share capital and variation of rights

2.

Without prejudice to any special rights previously conferred on the holders of any existingshares or class of shares but subject to the Act, shares in the company may be issued by thedirectors and any such shares may be issued with such preferred, deferred, or other special


rights or such restrictions, whether in regard to dividend, voting, return of capital, orotherwise, as the directors, subject to any ordinary resolution of the company, determine.

3.

Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, beissued on the terms that they are, or at the option of the company are liable, to be redeemed.

4.

If at any time the share capital is divided into different classes of shares, the rightsattached to any class (unless otherwise provided by the terms of issue of the shares of thatclass) may, whether or not the company is being wound up, be varied with the consent in writingof the holders of 75% of the issued shares of that class, or with the sanction of a specialresolution passed at a separate general meeting of the holders of the shares of the class. Toevery such separate general meeting the provisions of these Regulations relating to generalmeetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons atleast holding or representing by proxy one-third of the issued shares of the class and that anyholder of shares of the class present in person or by proxy may demand a poll. To every suchspecial resolution section 184 shall with such adaptations as are necessary apply.

5.

The rights conferred upon the holders of the shares of any class issued with preferred or otherrights shall, unless otherwise expressly provided by the terms of issue of the shares of thatclass, be deemed to be varied by the creation or issue of further shares ranking equallytherewith.

6.

The company may exercise the powers of paying commissions conferred by the Act, provided thatthe rate per cent or the amount of the commission paid or agreed to be paid shall be disclosedin the manner required by the Act and the commission shall not exceed the rate of 10% of theprice at which the shares in respect whereof the same is paid are issued or an amount equal to10% of that price (as the case may be). Such commission may be satisfied by the payment of cashor the allotment of fully or partly paid shares or partly in one way and partly in the other.The company may also on any issue of shares pay such brokerage as may be lawful.

7.

Except as required by law, no person shall be recognised by the company as holding any shareupon any trust, and the company shall not be bound by or be compelled in any way to recognise(even when having notice thereof) any equitable, contingent, future or partial interest in anyshare or unit of a share or (except only as by these Regulations or by law otherwise provided)any other rights in respect of any share except an absolute right to the entirety thereof in theregistered holder.

8.

Every person whose name is entered as a member in the register of members shall be entitledwithout payment to receive a certificate under the seal of the company in accordance with theAct but in respect of a share or shares held jointly by several persons the company shall not bebound to issue more than one certificate, and delivery of a certificate for a share to one ofseveral joint holders shall be sufficient delivery to all such holders.

Lien

9.

The company shall have a first and paramount lien on every share (not being a fully paid share)for all money (whether presently payable or not) called or payable at a fixed time in respect of


that share, and the company shall also have a first and paramount lien on all shares (other thanfully paid shares) registered in the name of a single person for all money presently payable byhim or his estate to the company; but the directors may at any time declare any share to bewholly or in part exempt from the provisions of this regulation. The company's lien, if any, ona share shall extend to all dividends payable thereon.

10.

The company may sell, in such manner as the directors think fit, any shares on which the companyhas a lien, but no sale shall be made unless a sum in respect of which the lien exists ispresently payable, nor until the expiration of 14 days after a notice in writing, stating anddemanding payment of such part of the amount in respect of which the lien exists as is presentlypayable, has been given to the registered holder for the time being of the share, or the personentitled thereto by reason of his death or bankruptcy.

11.

To give effect to any such sale the directors may authorise some person to transfer the sharessold to the purchaser thereof. The purchaser shall be registered as the holder of the sharescomprised in any such transfer, and he shall not be bound to see to the application of thepurchase money, nor shall his title to the shares be affected by any irregularity or invalidityin the proceedings in reference to the sale.

12.

The proceeds of the sale shall be received by the company and applied in payment of such part ofthe amount in respect of which the lien exists as is presently payable, and the residue, if any,shall (subject to a like lien for sums not presently payable as existed upon the shares beforethe sale) be paid to the person entitled to the shares at the date of the sale.

Calls on shares

13.

The directors may from time to time make calls upon the members in respect of any money unpaidon their shares and not by the conditions of allotment thereof made payable at fixed times,provided that no call shall be payable at less than one month from the date fixed for thepayment of the last preceding call, and each member shall (subject to receiving at least 14days' notice specifying the time or times and place of payment) pay to the company at the timeor times and place so specified the amount called on his shares. A call may be revoked orpostponed as the directors may determine.

14.

A call shall be deemed to have been made at the time when the resolution of the directorsauthorising the call was passed and may be required to be paid by instalments.

15.

The joint holders of a share shall be jointly and severally liable to pay all calls in respectthereof.

16.

If a sum called in respect of a share is not paid before or on the day appointed for paymentthereof, the person from whom the sum is due shall pay interest on the sum from the dayappointed for payment thereof to the time of actual payment at such rate not exceeding 8% perannum as the directors may determine, but the directors shall be at liberty to waive payment ofthat interest wholly or in part.

17.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date


shall for the purposes of these Regulations be deemed to be a call duly made and payable on thedate on which by the terms of issue the same becomes payable, and in case of non-payment all therelevant provisions of these Regulations as to payment of interest and expenses, forfeiture, orotherwise shall apply as if the sum had become payable by virtue of a call duly made andnotified.

18.

The directors may, on the issue of shares, differentiate between the holders as to the amount ofcalls to be paid and the times of payment.

19.

The directors may, if they think fit, receive from any member willing to advance the same all orany part of the money uncalled and unpaid upon any shares held by him, and upon all or any partof the money so advanced may (until the same would, but for the advance, become payable) payinterest at such rate not exceeding (unless the company in general meeting shall otherwisedirect) 8% per annum as may be agreed upon between the directors and the member paying the sumin advance.

Transfer of shares

20.

Subject to these Regulations, any member may transfer all or any of his shares by instrument inwriting in any usual or common form or in any other form which the directors may approve. Theinstrument shall be executed by or on behalf of the transferor and the transferor shall remainthe holder of the shares transferred until the transfer is registered and the name of thetransferee is entered in the register of members in respect thereof.

21.

The instrument of transfer must be left for registration at the registered office of the companytogether with such fee, not exceeding $1 as the directors from time to time may require,accompanied by the certificate of the shares to which it relates and such other evidence as thedirectors may reasonably require to show the right of the transferor to make the transfer, andthereupon the company shall subject to the powers vested in the directors by these Regulationsregister the transferee as a shareholder and retain the instrument of transfer.

22.

The directors may decline to register any transfer of shares, not being fully paid shares to aperson of whom they do not approve and may also decline to register any transfer of shares onwhich the company has a lien.

23.

The registration of transfers may be suspended at such times and for such periods as thedirectors may from time to time determine not exceeding in the whole 30 days in any year.

Transmission of shares

24.

In case of the death of a member the survivor or survivors where the deceased was a jointholder, and the legal personal representatives of the deceased where he was a sole holder, shallbe the only persons recognised by the company as having any title to his interest in the shares;but nothing herein contained shall release the estate of a deceased joint holder from anyliability in respect of any share which had been jointly held by him with other persons.

25.


Any person becoming entitled to a share in consequence of the death or bankruptcy of a membermay, upon such evidence being produced as may from time to time properly be required by thedirectors and subject as hereinafter provided, elect either to be registered himself as holderof the share or to have some person nominated by him registered as the transferee thereof, butthe directors shall, in either case, have the same right to decline or suspend registration asthey would have had in the case of a transfer of the share by that member before his death orbankruptcy.

26.

If the person so becoming entitled elects to be registered himself, he shall deliver or send tothe company a notice in writing signed by him stating that he so elects. If he elects to haveanother person registered he shall testify his election by executing to that person a transferof the share. All the limitations, restrictions, and provisions of these Regulations relating tothe right to transfer and the registration of transfers of shares shall be applicable to anysuch notice or transfer as aforesaid as if the death or bankruptcy of the member had notoccurred and the notice or transfer were a transfer signed by that member.

27.

Where the registered holder of any share dies or becomes bankrupt his personal representative orthe assignee of his estate, as the case may be, shall, upon the production of such evidence asmay from time to time be properly required by the directors in that behalf, be entitled to thesame dividends and other advantages, and to the same rights (whether in relation to meetings ofthe company, or to voting, or otherwise), as the registered holder would have been entitled toif he had not died or become bankrupt; and where two or more persons are jointly entitled to anyshare in consequence of the death of the registered holder they shall, for the purposes of theseRegulations, be deemed to be joint holders of the share.

Forfeiture of shares

28.

If a member fails to pay any call or instalment of a call on the day appointed for paymentthereof, the directors may, at any time thereafter during such time as any part of the call orinstalment remains unpaid serve a notice on him requiring payment of so much of the call orinstalment as is unpaid, together with any interest which may have accrued.

29.

The notice shall name a further day (not earlier than the expiration of 14 days from the date ofservice of the notice) on or before which the payment required by the notice is to be made, andshall state that in the event of non-payment at or before the time appointed the shares inrespect of which the call was made will be liable to be forfeited.

30.

If the requirements of any such notice as aforesaid are not complied with, any share in respectof which the notice has been given may at any time thereafter, before the payment required bythe notice has been made, be forfeited by a resolution of the directors to that effect. Suchforfeiture shall include all dividends declared in respect of the forfeited shares and notactually paid before the forfeiture.

31.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as thedirectors think fit, and at any time before a sale or disposition the forfeiture may becancelled on such terms as the directors think fit.

32.


A person whose shares have been forfeited shall cease to be a member in respect of the forfeitedshares, but shall, notwithstanding, remain liable to pay to the company all money which, at thedate of forfeiture, was payable by him to the company in respect of the shares (together withinterest at the rate of 8% per annum from the date of forfeiture on the money for the time beingunpaid if the directors think fit to enforce payment of such interest), but his liability shallcease if and when the company receives payment in full of all such money in respect of theshares.

33.

A statutory declaration in writing that the declarant is a director or the secretary of thecompany, and that a share in the company has been duly forfeited on a date stated in thedeclaration, shall be conclusive evidence of the facts therein stated as against all personsclaiming to be entitled to the share.

34.

The company may receive the consideration, if any, given for a forfeited share on any sale ordisposition thereof and may execute a transfer of the share in favour of the person to whom theshare is sold or disposed of and he shall thereupon be registered as the holder of the share,and shall not be bound to see to the application of the purchase money, if any, nor shall histitle to the share be affected by any irregularity or invalidity in the proceedings in referenceto the forfeiture, sale, or disposal of the share.

35.

The provisions of these Regulations as to forfeiture shall apply in the case of non-payment ofany sum which, by the terms of issue of a share, becomes payable at a fixed time as if the samehad been payable by virtue of a call duly made and notified.

Conversion of shares into stock

36.

The company may by ordinary resolution passed at a general meeting convert any paid-up sharesinto stock and reconvert any stock into paid-up shares.

37.

The holders of stock may transfer the same or any part thereof in the same manner and subject tothe same regulations as and subject to which the shares from which the stock arose mightpreviously to conversion have been transferred or as near thereto as circumstances admit; butthe directors may from time to time fix the minimum amount of stock transferable and restrict orforbid the transfer of fractions of that minimum.

38.

The holders of stock shall according to the amount of the stock held by them have the samerights, privileges and advantages as regards dividends voting at meetings of the company andother matters as if they held the shares from which the stock arose, but no such privilege oradvantage (except participation in the dividends and profits of the company and in the assets onwinding up) shall be conferred by any such aliquot part of stock which would not if existing inshares have conferred that privilege or advantage.

39.

Such of the regulations of the company as are applicable to paid-up shares shall apply to stock,and the words share and shareholder therein shall include stock and stockholder.

Alteration of capital

40.


The company may from time to time by ordinary resolution do one or more of the following:

(a) increase the share capital by such sum as the resolution shall prescribe;

(b) consolidate and divide all or any of its share capital;

(c) subdivide its shares or any of them, so however that in the subdivision the proportionbetween the amount paid and the amount, if any, unpaid on each reduced share shall be the sameas it was in the case of the share from which the reduced share is derived;

(d) cancel the number of shares which at the date of the passing of the resolution in thatbehalf have not been taken or agreed to be taken by any person or which have been forfeited anddiminish the amount of its share capital by the number of the shares so cancelled.

41.

Subject to any direction to the contrary that may be given by the company in general meeting,all new shares shall, before issue, be offered to such persons as at the date of the offer areentitled to receive notices from the company of general meetings in proportion, as nearly as thecircumstances admit, to the amount of the existing shares to which they are entitled. The offershall be made by notice specifying the number of shares offered, and limiting a time withinwhich the offer, if not accepted, will be deemed to be declined, and, after the expiration ofthat time, or on the receipt of an intimation from the person to whom the offer is made that hedeclines to accept the shares offered, the directors may dispose of those shares in such manneras they think most beneficial to the company. The directors may likewise so dispose of any newshares which (by reason of the ratio which the new shares bear to shares held by personsentitled to an offer of new shares) cannot, in the opinion of the directors, be convenientlyoffered under this regulation.

42.

The company may by special resolution reduce its share capital in any manner and with, andsubject to, any incident authorised, and consent required by law.

General meeting

43.

An annual general meeting of the company shall be held in accordance with the provisions of theAct. All general meetings other than the annual general meetings shall be called extraordinarygeneral meetings.

44.

Any director may, whenever he thinks fit, convene an extraordinary general meeting, andextraordinary general meetings shall be convened on such requisition or in default may beconvened by such requisitionists as provided by the Act.

45.

Subject to the provisions of the Act relating to special resolutions and agreements for shorternotice, 14 days' notice at the least (exclusive of the day on which the notice is served ordeemed to be served, but inclusive of the day for which notice is given) specifying the place,the day and the hour of meeting and in case of special business the general nature of thatbusiness shall be given to such persons as are entitled to receive such notices from thecompany.

46.

All business shall be special that is transacted at an extraordinary general meeting, and also


all that is transacted at an annual general meeting, with the exception of declaring a dividend,the consideration of the accounts, balance-sheets, and the report of the directors and auditors,the election of directors in the place of those retiring, and the appointment and fixing of theremuneration of the auditors.

Proceedings at general meetings

47.

No business shall be transacted at any general meeting unless a quorum of members is present atthe time when the meeting proceeds to business. Except as herein otherwise provided, two memberspresent in person shall form a quorum. For the purposes of this regulation member includes aperson attending as a proxy or as representing a corporation or a limited liability partnershipwhich is a member.

48.

If within half an hour from the time appointed for the meeting a quorum is not present, themeeting, if convened upon the requisition of members, shall be dissolved; in any other case itshall stand adjourned to the same day in the next week at the same time and place, or to suchother day and at such other time and place as the directors may determine.

49.

The chairman, if any, of the board of directors shall preside as chairman at every generalmeeting of the company, or if there is no such chairman, or if he is not present within 15minutes after the time appointed for the holding of the meeting or is unwilling to act, themembers present shall elect one of their number to be chairman of the meeting.

50.

The chairman may, with the consent of any meeting at which a quorum is present, and shall if sodirected by the meeting, adjourn the meeting from time to time and from place to place, but nobusiness shall be transacted at any adjourned meeting other than the business left unfinished atthe meeting from which the adjournment took place. When a meeting is adjourned for 30 days ormore, notice of the adjourned meeting shall be given as in the case of an original meeting.Except as aforesaid it shall not be necessary to give any notice of an adjournment or of thebusiness to be transacted at an adjourned meeting.

51.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show ofhands unless a poll is (before or on the declaration of the result of the show of hands)demanded-

(a) by the chairman;

(b) by at least 3 members present in person or by proxy;

(c) by any member or members present in person or by proxy and representing not less than 10% ofthe total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the company conferring a right to vote at themeeting being shares on which an aggregate sum has been paid up equal to not less than 10% ofthe total sum paid up on all the shares conferring that right.

Unless a poll is so demanded a declaration by the chairman that a resolution has on a show ofhands been carried or carried unanimously, or by a particular majority, or lost, and an entry tothat effect in the book containing the minutes of the proceedings of the company shall be


conclusive evidence of the fact without proof of the number or proportion of the votes recordedin favour of or against the resolution. The demand for a poll may be withdrawn.

52.

If a poll is duly demanded it shall be taken in such manner and either at once or after aninterval or adjournment or otherwise as the chairman directs, and the result of the poll shallbe the resolution of the meeting at which the poll was demanded, but a poll demanded on theelection of a chairman or on a question of adjournment shall be taken forthwith.

53.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman ofthe meeting at which the show of hands takes place or at which the poll is demanded shall beentitled to a second or casting vote.

54.

Subject to any rights or restrictions for the time being attached to any class or classes ofshares, at meetings of members or classes of members, each member entitled to vote may vote inperson or by proxy or by attorney and on a show of hands every person present who is a member ora representative of a member shall have one vote, and on a poll every member present in personor by proxy or by attorney or other duly authorised representative shall have one vote for eachshare he holds.

55.

In the case of joint holders the vote of the senior who tenders a vote, whether in person or byproxy, shall be accepted to the exclusion of the votes of the other joint holders; and for thispurpose seniority shall be determined by the order in which the names stand in the register ofmembers.

56.

A member who is of unsound mind or whose person or estate is liable to be dealt with in any wayunder the law relating to mental disorder may vote, whether on a show of hands or on a poll, byhis committee or by such other person as properly has the management of his estate, and any suchcommittee or other person may vote by proxy or attorney.

57.

No member shall be entitled to vote at any general meeting unless all calls or other sumspresently payable by him in respect of shares in the company have been paid.

58.

No objection shall be raised to the qualification of any voter except at the meeting oradjourned meeting at which the vote objected to is given or tendered, and every vote notdisallowed at such meeting shall be valid for all purposes. Any such objection made in due timeshall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

59.

The instrument appointing a proxy shall be in writing, in the common or usual form, under thehand of the appointer or of his attorney duly authorised in writing or, if the appointer is acorporation or a limited liability partnership, either under seal or under the hand of anofficer or attorney duly authorised. A proxy may but need not be a member of the company. Theinstrument appointing a proxy shall be deemed to confer authority to demand or join in demandinga poll.

60.

Where it is desired to afford members an opportunity of voting for or against a resolution theinstrument appointing a proxy shall be in the following form or a form as near thereto as


circumstances admit:

I/We, , ofbeing a member/members of the abovenamed company, hereby appoint , of, or failing him,of, , as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as thecase may be] general meeting of the company, to be held on the day of 19, and at any adjournmentthereof.

Signed this day of 19.

This form is to be used *in favour of the resolution.

against

*Strike out whichever is not desired. [Unless otherwise instructed, the proxy may vote as hethinks fit.]

61.

The instrument appointing a proxy and the power of attorney or other authority, if any, underwhich it is signed or a notarially certified copy of that power or authority shall be depositedat the registered office of the comp any, or at such other place in Singapore as is specifiedfor that purpose in the notice convening the meeting, not less than 48 hours before the time forholding the meeting or adjourned meeting at which the person named in the instrument proposes tovote, or, in the case of a poll, not less than 24 hours before the time appointed for the takingof the poll, and in default the instrument of proxy shall not be treated as valid.

62.

A vote given in accordance with the terms of an instrument of proxy or attorney shall be validnotwithstanding the previous death or unsoundness of mind of the principal or revocation of theinstrument or of the authority under which the instrument was executed, or the transfer of theshare in respect of which the instrument is given, if no intimation in writing of such death,unsoundness of mind, revocation, or transfer as aforesaid has been received by the company atthe registered office before the commencement of the meeting or adjourned meeting at which theinstrument is used.

Directors: Appointment, etc.

63.

At the first annual general meeting of the company all the directors shall retire from office,and at the annual general meeting in every subsequent year one-third of the directors for thetime being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third,shall retire from office.

64.

A retiring director shall be eligible for re-election.

65.

The directors to retire in every year shall be those who have been longest in office since theirlast election, but as between persons who became directors on the same day those to retire shall(unless they otherwise agree among themselves) be determined by lot.

66.

The company at the meeting at which a director so retires may fill the vacated office byelecting a person thereto, and in default the retiring director shall if offering himself forre-election and not being disqualified under the Act from holding office as a director be deemedto have been re-elected, unless at that meeting it is expressly resolved not to fill the vacatedoffice or unless a resolution for the re-election of that director is put to the meeting and


lost.

67.

The company may from time to time by ordinary resolution passed at a general meeting increase orreduce the number of directors, and may also determine in what rotation the increased or reducednumber is to go out of office.

68.

The directors shall have power at any time, and from time to time, to appoint any person to be adirector, either to fill a casual vacancy or as an addition to the existing directors, but sothat the total number of directors shall not at any time exceed the number fixed in accordancewith these Regulations. Any director so appointed shall hold office only until the nextfollowing annual general meeting, and shall then be eligible for re-election but shall not betaken into account in determining the directors who are to retire by rotation at that meeting.

69.

The company may by ordinary resolution remove any director before the expiration of his periodof office, and may by an ordinary resolution appoint another person in his stead; the person soappointed shall be subject to retirement at the same time as if he had become a director on theday on which the director in whose place he is appointed was last elected a director.

70.

The remuneration of the directors shall from time to time be determined by the company ingeneral meeting. That remuneration shall be deemed to accrue from day to day. The directors mayalso be paid all travelling, hotel, and other expenses properly incurred by them in attendingand returning from meetings of the directors or any committee of the directors or generalmeetings of the company or in connection with the business of the company.

71.

The shareholding qualification for directors may be fixed by the company in general meeting.

72.

The office of director shall become vacant if the director-

(a) ceases to be a director by virtue of the Act;

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) becomes prohibited from being a director by reason of any order made under the Act;

(d) becomes disqualified from being a director by virtue of section 148, 149, 154 or 155;

(e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental disorder;

(f) subject to section 145, resigns his office by notice in writing to the company;

(g) for more than 6 months is absent without permission of the directors from meetings of thedirectors held during that period;

(h) without the consent of the company in general meeting, holds anyother office of profit underthe company except that of managing director or manager; or

(i) is directly or indirectly interested in any contract or proposed contract with the company


and fails to declare the nature of his interest in manner required by the Act.

Powers and duties of directors

73.

-(1) The business of a company shall be managed by or under the direction of the directors.

(2) The directors may exercise all the powers of a company except any power that this Act or thememorandum and articles of the company require the company to exercise in general meeting.

74.

The directors may exercise all the powers of the company to borrow money and to mortgage orcharge its undertaking, property, and uncalled capital, or any part thereof, and to issuedebentures and other securities whether outright or as security for any debt, liability, orobligation of the company or of any third party.

75.

The directors may exercise all the powers of the company in relation to any official seal foruse outside Singapore and in relation to branch registers.

76.

The directors may from time to time by power of attorney appoint any corporation, firm limitedliability partnership, or person or body of persons, whether nominated directly or indirectly bythe directors, to be the attorney or attorneys of the company for such purposes and with suchpowers, authorities, and discretions (not exceeding those vested in or exercisable by thedirectors under these Regulations) and for such period and subject to such conditions as theymay think fit, and any such powers of attorney may contain such provisions for the protectionand convenience of persons dealing with any such attorney as the directors may think fit and mayalso authorise any such attorney to delegate all or any of the powers, authorities, anddiscretions vested in him.

77.

All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, andall receipts for money paid to the company, shall be signed, drawn, accepted, endorsed, orotherwise executed, as the case may be, by any two directors or in such other manner as thedirectors from time to time determine.

78.

The directors shall cause minutes to be made -

(a) of all appointments of officers to be engaged in the management of the company's affairs;

(b) of names of directors present at all meetings of the company and of the directors; and

(c) of all proceedings at all meetings of the company and of the directors.

Such minutes shall be signed by the chairman of the meeting at which the proceedings were heldor by the chairman of the next succeeding meeting.

Proceedings of directors

79.

The directors may meet together for the despatch of business, adjourn and otherwise regulatetheir meetings as they think fit. A director may at any time and the secretary shall on therequisition of a director summon a meeting of the directors.


80.

Subject to these Regulations, questions arising at any meeting of directors shall be decided bya majority of votes and a determination by a majority of directors shall for all purposes bedeemed a determination of the directors. In case of an equality of votes the chairman of themeeting shall have a second or casting vote.

81.

A director shall not vote in respect of any contract or proposed contract with the company inwhich he is interested, or any matter arising thereout, and if he does so vote, his vote shallnot be counted.

82.

Any director with the approval of the directors may appoint any person, whether a member of thecompany or not, to be an alternate or substitute director in his place during such period as hethinks fit. Any person while he so holds office as an alternate or substitute director shall beentitled to notice of meetings of the directors and to attend and vote thereat accordingly, andto exercise all the powers of the appointor in his place. An alternate or substitute directorshall not require any share qualification, and shall ipso facto vacate office if the appointorvacates office as a director or removes the appointee from office. Any appointment or removalunder this regulation shall be effected by notice in writing under the hand of the directormaking the same.

83.

The quorum necessary for the transaction of the business of the directors may be fixed by thedirectors, and unless so fixed shall be two.

84.

The continuing directors may act notwithstanding any vacancy in their body, but if and so longas their number is reduced below the number fixed by or pursuant to the regulations of thecompany as the necessary quorum of directors, the continuing directors or director may act forthe purpose of increasing the number of directors to that number or of summoning a generalmeeting of the company, but for no other purpose.

85.

The directors may elect a chairman of their meetings and determine the period for which he is tohold office; but if no such chairman is elected, or if at any meeting the chairman is notpresent within 10 minutes after the time appointed for holding the meeting, the directorspresent may choose one of their number to be chairman of the meeting.

86.

The directors may delegate any of their powers to committees consisting of such member ormembers of their body as they think fit; any committee so formed shall in the exercise of thepowers so delegated conform to any regulations that may be imposed on it by the directors.

87.

A committee may elect a chairman of its meetings; if no such chairman is elected, or if at anymeeting the chairman is not present within 10 minutes after the time appointed for holding themeeting, the members present may choose one of their number to be chairman of the meeting.

88.

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall bedetermined by a majority of votes of the members present, and in the case of an equality ofvotes the chairman shall have a second or casting vote.


89.

All acts done by any meeting of the directors or of a committee of directors or by any personacting as a director shall, notwithstanding that it is afterwards discovered that there was somedefect in the appointment of any such director or person acting as aforesaid, or that they orany of them were disqualified, be as valid as if every such person had been duly appointed andwas qualified to be a director.

90.

A resolution in writing, signed by all the directors for the time being entitled to receivenotice of a meeting of the directors, shall be as valid and effectual as if it had been passedat a meeting of the directors duly convened and held. Any such resolution may consist of severaldocuments in like form, each signed by one or more directors.

90A.

Where the company has only one director, he may pass a resolution by recording it and signingthe record.

Managing directors

91.

The directors may from time to time appoint one or more of their body to the office of managingdirector for such period and on such terms as they think fit and, subject to the terms of anyagreement entered into in any particular case, may revoke any such appointment. A director soappointed shall not, while holding that office, be subject to retirement by rotation or be takeninto account in determining the rotation of retirement of directors, but his appointment shallbe automatically determined if he ceases from any cause to be a director.

92.

A managing director shall, subject to the terms of any agreement entered into in any particularcase, receive such remuneration, whether by way of salary, commission, or participation inprofits, or partly in one way and partly in another, as the directors may determine.

93.

The directors may entrust to and confer upon a managing director any of the powers exercisableby them upon such terms and conditions and with such restrictions as they may think fit, andeither collaterally with or to the exclusion of their own powers, and may from time to timerevoke, withdraw, alter, or vary all or any of those powers.

94.

The directors may from time to time appoint any person to be an associate director and may fromtime to time cancel any such appointment. The directors may fix, determine and vary the powers,duties and remuneration of any person so appointed, but a person so appointed shall not berequired to hold any shares to qualify him for appointment nor have any right to attend or voteat any meeting of directors except by the invitation and with the consent of the directors.

Secretary

95.

The secretary shall in accordance with the Act be appointed by the directors for such term, atsuch remuneration, and upon such conditions as they may think fit; and any secretary soappointed may be removed by them.

Seal

96.


The directors shall provide for the safe custody of the seal, which shall only be used by theauthority of the directors or of a committee of the directors authorised by the directors inthat behalf, and every instrument to which the seal is affixed shall be signed by a director andshall be countersigned by the secretary or by a second director or by some other personappointed by the directors for the purpose.

Accounts

97.

The directors shall cause proper accounting and other records to be kept and shall distributecopies of balance-sheets and other documents as required by the Act and shall from time to timedetermine whether and to what extent and at what times and places and under what conditions orregulations the accounting and other records of the company or any of them shall be open to theinspection of members not being directors, and no member (not being a director) shall have anyright of inspecting any account or book or paper of the company except as conferred by statuteor authorised by the directors or by the company in general meeting.

Dividends and reserves

98.

The company in general meeting may declare dividends, but no dividend shall exceed the amountrecommended by the directors.

99.

The directors may from time to time pay to the members such interim dividends as appear to thedirectors to be justified by the profits of the company.

100.

No dividend shall be paid otherwise than out of profits or shall bear interest against thecompany.

101.

The directors may, before recommending any dividend, set aside out of the profits of the companysuch sums as they think proper as reserves which shall, at the discretion of the directors, beapplicable for any purpose to which the profits of the company may be properly applied, andpending any such application may, at the like discretion, either be employed in the business ofthe company or be invested in such investments (other than shares in the company) as thedirectors may from time to time think fit. The directors may also without placing the same toreserve carry forward any profits which they may think prudent not to divide.

102.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividend,all dividends shall be declared and paid according to the amounts paid or credited as paid onthe shares in respect of which the dividend is paid, but no amount paid or credited as paid on ashare in advance of calls shall be treated for the purposes of this regulation as paid on theshare. All dividends shall be apportioned and paid proportionately to the amounts paid orcredited as paid on the shares during any portion or portions of the period in respect of whichthe dividend is paid; but if any share is issued on terms providing that it shall rank fordividend as from a particular date that share shall rank for dividend accordingly.

103.

The directors may deduct from any dividend payable to any member all sums of money, if any,presently payable by him to the company on account of calls or otherwise in relation to theshares of the company.


104.

Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonuswholly or partly by the distribution of specific assets and in particular of paid-up shares,debentures or debenture stock of any other company or in any one or more of such ways and thedirectors shall give effect to such resolution, and where any difficulty arises in regard tosuch distribution, the directors may settle the same as they think expedient, and fix the valuefor distribution of such specific assets or any part thereof and may determine that cashpayments shall be made to any members upon the footing of the value so fixed in order to adjustthe rights of all parties, and may vest any such specific assets in trustees as may seemexpedient to the directors.

105.

Any dividend, interest, or other money payable in cash in respect of shares may be paid bycheque or warrant sent through the post directed to the registered address of the holder or, inthe case of joint holders, to the registered address of that one of the joint holders who isfirst named on the register of members or to such person and to such address as the holder orjoint holders may in writing direct. Every such cheque or warrant shall be made payable to theorder of the person to whom it is sent. Any one of two or more joint holders may give effectualreceipts for any dividends, bonuses, or other money payable in respect of the shares held bythem as joint holders.

Capitalisation of profits

106.

The company in general meeting may upon the recommendation of the directors resolve that it isdesirable to capitalise any part of the amount for the time being standing to the credit of anyof the company's reserve accounts or to the credit of the profit and loss account or otherwiseavailable for distribution, and accordingly that such sum be set free for distribution amongstthe members who would have been entitled thereto if distributed by way of dividend and in thesame proportions on condition that the same be not paid in cash but be applied either in ortowards paying up any amounts for the time being unpaid on any shares held by such membersrespectively or paying up in full unissued shares or debentures of the company to be allotted,distributed and credited as fully paid up to and amongst such members in the proportionaforesaid, or partly in the one way and partly in the other, and the directors shall give effectto such resolution.

107.

Whenever such a resolution as aforesaid shall have been passed the directors shall make allappropriations and applications of the undivided profits resolved to be capitalised thereby, andall allotments and issues of fully paid shares or debentures, if any, and generally shall do allacts and things required to give effect thereto, with full power to the directors to make suchprovision by the issue of fractional certificates or by payment in cash or otherwise as theythink fit for the case of shares or debentures becoming distributable in fractions, and also toauthorise any person to enter on behalf of all the members entitled thereto into an agreementwith the company providing for the allotment to them respectively, credited as fully paid up, ofany further shares or debentures to which they may be entitled upon such capitalisation, or, asthe case may require, for the payment up by the company on their behalf, by the applicationthereto of their respective proportions of the profits resolved to be capitalised, of theamounts or any part of the amounts remaining unpaid on their existing shares, and any agreementmade under such authority shall be effective and binding on all such members.

Notices


108.

A notice may be given by the company to any member either personally or by sending it by post tohim at his registered address, or, if he has no registered address in Singapore, to the address,if any, in Singapore supplied by him to the company for the giving of notices to him. Where anotice is sent by post, service of the notice shall be deemed to be effected by properlyaddressing, prepaying, and posting a letter containing the notice, and to have been effected inthe case of a notice of a meeting on the day after the date of its posting, and in any othercase at the time at which the letter would be delivered in the ordinary course of post.

109.

A notice may be given by the company to the joint holders of a share by giving the notice to thejoint holder first named in the register of members in respect of the share.

110.

A notice may be given by the company to the persons entitled to a share in consequence of thedeath or bankruptcy of a member by sending it through the post in a prepaid letter addressed tothem by name, or by the title of representatives of the deceased, or assignee of the bankrupt,or by any like description, at the address, if any, in Singapore supplied for the purpose by thepersons claiming to be so entitled, or, until such an address has been so supplied, by givingthe notice in any manner in which the same might have been given if the death or bankruptcy hadnot occurred.

111.

-(1) Notice of every general meeting shall be given in any manner hereinbefore authorised to -

(a) every member;

(b) every person entitled to a share in consequence of the death or bankruptcy of a member who,but for his death or bankruptcy, would be entitled to receive notice of the meeting; and

(c) the auditor for the time being of the company.

(2) No other person shall be entitled to receive notices of general meetings.

Winding up

112.

If the company is wound up, the liquidator may, with the sanction of a special resolution of thecompany, divide amongst the members in kind the whole or any part of the assets of the company,whether they consist of property of the same kind or not, and may for that purpose set suchvalue as he considers fair upon any property to be divided as aforesaid and may determine howthe division shall be carried out as between the members or different classes of members. Theliquidator may, with the like sanction, vest the whole or any part of any such assets intrustees upon such trusts for the benefit of the contributories as the liquidator, with the likesanction, thinks fit, but so that no member shall be compelled to accept any shares or othersecurities whereon there is any liability.

Indemnity

113.

Every director, managing director, agent, auditor, secretary, and other officer for the timebeing of the company shall be indemnified out of the assets of the company against any liabilityincurred by him in defending any proceedings, whether civil or criminal, in which judgment isgiven in his favour or in which he is acquitted or in connection with any application under the


Act in which relief is granted to him by the Court in respect of any negligence, default, breachof duty or breach of trust.

FIFTH SCHEDULE

FIFTH SCHEDULE

(Repealed by S 236/2002, wef 01/07/2002).

SIXTH SCHEDULE STATEMENT IN LIEU OF PROSPECTUS

SIXTH SCHEDULE STATEMENT IN LIEU OF PROSPECTUS

PART I

Statement in Lieu of Prospectus Lodged for Registration by

[Insert name of the company]

The issued share capital of the company $Shares of $

Divided into Shares of $

Shares of $

Amount (if any) of above capital whichconsists of redeemable preference shares

Shares of $

The date on or before which these sharesare, or are liable, to be redeemed

Names, descriptions, and addresses ofdirectors or proposed directors

If the share capital of the company isdivided into different classes of shares, theright of voting at meetings of the companyconferred by, and the rights in respect ofcapital and dividends attached to, theseveral classes of shares respectively.

Number and amount of shares anddebentures issued within the two yearspreceding the date of this statement orproposed or agreed to be issued as fully orpartly paid up otherwise than in cash

1.

2.

3.

shares of $ fully paid

shares upon which $ per sharecredited as paid

debentures $

The consideration for the issue or intendedissue of those shares and debentures

4. Consideration:

Number, description, and amount of anyshares or debentures which any person hasor is entitled to be given an option tosubscribe for, or to acquire from a person towhom they have been allotted or agreed tobe allotted with a view to his offering themfor sale

1. shares of $ and debentures of $

Period during which option is exercisable 2. Until

Price to be paid for shares or debenturessubscribed for or acquired under option

3. $

Consideration for option or right to option 4. Consideration:


Persons to whom option or right to optionwas given or, if given to existingshareholders or debenture holders as such,the relevant shares or debentures

5. Names and addresses:

Names and addresses of vendors of propertypurchased or acquired, or proposed to bepurchased or acquired by the companyexcept where the contract for the purchaseor acquisition was entered into in theordinary course of the business intended tobe carried on by the company or the amountof the purchase money is not material.

Amount (in cash, shares or debentures)payable to each separate vendor.

Amount (if any) paid or payable (in cash,shares or debentures) for any such property,specifying amount (if any) paid or payablefor goodwill.

Total purchase price $ _______

Cash ... $

Shares ... $

Debentures... $ _______

Goodwill ... $ _______

Short particulars of any transaction relatingto any such property which was completedwithin the two preceding years and in whichany vendor to the company or any personwho is, or was at the time thereof, apromoter, director, or proposed director ofthe company had any interest direct orindirect

Amount (if any) paid or payable ascommission for subscribing or agreeing tosubscribe or procuring or agreeing toprocure subscriptions for any shares ordebentures in the company; or

Amount paid: $Amount payable: $

Rate of the commission per cent

Amount or rate of brokerage

The number of shares, if any, which personshave agreed for a commission to subscribeabsolutely

Amount or estimated amount of preliminaryexpenses

$

By whom those expenses have been paid orare payable

Amount paid or intended to be paid to anypromoter

Name of promoterAmount: $

Consideration for the payment Consideration:

Any other benefit given or intended to begiven to any promoter

Name of promoter:Nature and value of benefit:


Consideration for giving of benefit Consideration:

Dates of, parties to, and general nature ofevery material contract (other than contractsentered into in the ordinary course of thebusiness intended to be carried on by thecompany or entered into more than twoyears before the delivery of this statement)

Time and place at which the contracts orcopies thereof or (1) in the case of a contractnot reduced into writing, a memorandumgiving full particulars thereof, and (2) in thecase of a contract wholly or partly in alanguage other than English, a copy of acertified translation thereof in English orembodying a translation in English of theparts in a language other than English, asthe case may be, may be inspected

Names and addresses of the auditors of thecompany

Full particulars of the nature and extent ofthe interest, direct or indirect, of everydirector, and of every expert, in thepromotion of or in the property proposed tobe acquired by the company, or, where theinterest of such a director or expert consistsin being a partner in a firm or limitedliability partnership or a holder of shares ordebentures in a corporation, the nature andextent of the interest of the firm or limitedliability partnership or corporation andwhere the interest of such a director or suchan expert consists in a holding of shares ordebentures in a corporation, a statement ofthe nature and extent of the interest of thedirector or expert in the corporation, with astatement of all sums paid or agreed to bepaid to him or to the firm or limited liabilitypartnership or corporation in cash or shares,or otherwise, by any person (in the case of adirector) either to induce him to become, orto qualify him as a director or otherwise forservice rendered by him or by the firm orlimited liability partnership or corporationin connection with the promotion orformation of the company (in the case of anexpert) for services rendered by him or thefirm or limited liability partnership orcorporation in connection with thepromotion or formation of the company. Forthe purposes of this paragraph a director orexpert shall be deemed to have an indirectinterest in a corporation if he has any


beneficial interest in shares or debentures ofa corporation which has an interest in thepromotion of, or in the property proposed tobe acquired by the company or if he has abeneficial interest in shares or debentures ina corporation which is by virtue of section 6of the Act deemed to be related to that first-mentioned corporation

And also, in the case of a statement to belodged by a private company on becoming apublic company, the following items:

Rates of the dividends, if any, paid by thecompany in respect of each class of sharesin the company in each of the 3 financialyears immediately preceding the date of thisstatement or since the incorporation of thecompany, whichever period is the shorter

Particulars of the cases in which nodividends have been paid in respect of anyclass of shares in any of these years.

PART II Reports to be set out

1.

Where it is proposed to acquire a business or limited liability partnership, a report by apublic accountant appointed as auditor of the company (who shall be named in the statement) withrespect to -

(a) the profits or losses of the business or limited liability partnership in respect of each ofthe 3 financial years immediately preceding the lodging of the statement with the Registrar; and

(b) the assets and liabilities of the business or limited liability partnership at the last dateto which the accounts of the business or limited liability partnership were made up.

2.

-(1) Where it is proposed to acquire shares in a corporation which by reason of the acquisitionor anything to be done in consequence thereof or in connection therewith will become asubsidiary of the company, a report by a public accountant appointed as auditor of the company(who shall be named in the statement) with respect to the profits and losses and assets andliabilities of the other corporation in accordance with sub-paragraph (2) or (3), as the caserequires, indicating how the profits and losses of the other corporation dealt with by thereport would, in respect of the shares to be acquired, have concerned members of the company,and what allowance would have fallen to be made, in relation to assets and liabilities so dealtwith, for holders of other shares, if the company had at all material times held the shares tobe acquired.

(2) If the other corporation has no subsidiaries, the report referred to in sub-paragraph (1)shall -

(a) so far as regards profits and losses, deal with the profits or losses of the othercorporation in respect of each of the 3 financial years immediately preceding the delivery ofthe statement to the Registrar; and


(b) so far as regards assets and liabilities, deal with the assets and liabilities of the othercorporation at the last date to which the accounts of the corporation were made up.

(3) If the other corporation has subsidiaries, the report referred to in sub-paragraph (1) shall-

(a) so far as regards profits and losses, deal separately with the other corporation's profitsor losses as provided by sub-paragraph (2), and in addition deal as aforesaid either -

(i) as a whole with the combined profits or losses of its subsidiaries; or

(ii) individually with the profits or losses of each subsidiary, or, instead of dealingseparately with the other corporation's profits or losses, deal as aforesaid as a whole with theprofits or losses of the other corporation and with the combined profits or losses of itssubsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the other corporation'sassets and liabilities as provided by sub-paragraph (2), and, in addition, deal as aforesaideither -

(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without theother corporation's assets and liabilities; or

(ii) individually with the assets and liabilities of each subsidiary, and shall indicate asrespects the profits or losses and the assets and liabilities of the subsidiaries the allowanceto be made for persons other than members of the company.

Note.-Where a company is not required to furnish any of the reports referred to in this Part, astatement to that effect giving the reasons therefor should be furnished.

(Signatures of the persons above-named as directors_____________ or proposed directors or oftheir agents authorised_______________ in writing)

Date:

PART III Provisions applying to Parts I and II of this Schedule

3.

In this Schedule vendor includes any person who is a vendor for the purposes of the FifthSchedule, and financial year has the meaning assigned to it in Part III of that Schedule.

4.

If, in the case of a business which has been carried on or of a corporation or limited liabilitypartnership which has been carrying on business for less than 3 years, the accounts of thebusiness or corporation or limited liability partnership have only been made up in respect of 2years or one year, Part II of this Schedule shall have effect as if references to 2 years or oneyear, as the case may be, were substituted for references to 3 years.

5.

Any report required by Part II of this Schedule shall either indicate by way of note anyadjustments as respects the figures of any profits or losses or assets and liabilities dealtwith by the report which appear to the persons making the report necessary or shall make thoseadjustments and indicate that adjustments have been made.

SEVENTH SCHEDULE


SEVENTH SCHEDULE

SEVENTH SCHEDULE

Repealed by S 236/2002, wef 01/07/2002.

EIGHTH SCHEDULE ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL CONTENTS OF ANNUAL RETURN

EIGHTH SCHEDULE ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL CONTENTS OF

ANNUAL RETURN

1.

The annual return under section 197 (1) shall consist of the summary of return and the mainreturn.

2.

The summary of return shall contain the following particulars:

(a) the name of the company and its registration number;

(b) the address of the registered office of the company;

(c) in a case in which the register of members is kept elsewhere than at the registered office,the address of the place where it is kept;

(d) particulars of the total amount of indebtedness of the company as at the date of the summaryof return in respect of all charges which are required to be registered with the Registrar;

(e) a summary of the share capital and shares of the company, specifying -

(i) the amount of the share capital of the company and the types of shares in which it isdivided;

(ii) the number of shares issued subject to payment wholly in cash;

(iii) the number of shares issued as fully paid up otherwise than in cash and the total amount,if any, agreed to be considered as paid on those shares which have been deemed issued as fullypaid up otherwise than in cash;

(iv) in relation to shares issued as partly paid up otherwise than in cash -

(A) the number of shares;

(B) the total amount, if any, agreed to be considered as paid on those shares; and

(C) the total amount, if any, agreed to be considered as unpaid on those shares;

(v) Deleted by S 56/2006, wef 30/01/2006.

(vi) the total number of shares forfeited since the date of the last summary of return or, ifnone had been filed previously, since the date of incorporation;

(vii) the total number of shares held as treasury shares;

(viii) additional calls paid since the date of the last return and the total amount of callsunpaid; and


(ix) the total amount of the sums, if any, paid by way of commission in respect of anydebentures since the date of the last summary of return or, if none had been filed previously,since the date of incorporation;

(x) Deleted by S 55/2006, wef 30/01/2006.

(f) particulars of the directors, managers, secretaries and auditors of the company as at thedate of the confirmation of the summary of return by an officer of the company;

(g) in the case of an unlisted company, particulars of shareholders and their shareholdings,except that an unlisted public company having more than 50 shareholders shall provide theparticulars of the 50 shareholders holding the most number of shares;

(h) where the company has converted any of its shares into stock and given notice of theconversion to the Registrar, the list in paragraph (g) shall contain particulars as to theamount of stock or the number of stock units instead of the amount of shares, and an explanatorynote shall be made in the summary of return to that effect; and

(i) in the case of a company keeping a branch register -

(i) particulars in paragraph (g) need not include any particulars contained in the branchregister, insofar as a copy of the entries containing those particulars is not received at theregistered office of the company before the date of the list in question; and

(ii) where the summary of return is made up to a date between the date when any entry is made inthe branch register and the date when a copy of that entry is received at the registered officeof the company, a re-confirmation by the company of the summary of return if, at the time theentry was received at the registered office, the company had not filed its main return.

3.

The main return shall contain the following particulars:

(a) the name of the company and its registration number;

(b) the date of the main return;

(c) the date to which the accounts are made up;

(d) the name of the audit firm or company that has audited the accounts and, if the accounts arelodged, whether the accounts are qualified; and

(e) in the case of an exempt private company without an exempt private company certificate, orany company limited by shares, particulars of -

(i) the principal activity or activities in the course of the financial year or, if the companywas dormant throughout the financial year, the principal activity or activities before it turneddormant;

(ii) turnover, sales and other operating revenues;

(iii) net income (or loss) from extraordinary and non-operating items;

(iv) profits or loss;


(v) assets and liabilities; and

(vi) shareholders' funds.

4.

For the avoidance of doubt, paragraph 3 (e) should reflect particulars derived from thefinancial statements prepared in accordance with section 201.

NINTH SCHEDULE

NINTH SCHEDULE


TENTH SCHEDULE

TENTH SCHEDULE

Deleted by S 675/2001 wef 01/01/2002.

ELEVENTH SCHEDULE POWERS OF JUDICIAL MANAGER

ELEVENTH SCHEDULE POWERS OF JUDICIAL MANAGER

The judicial manager may exercise all or any of the following powers, namely:

(a) power to take possession of, collect and get in the property of the company and, for thatpurpose, to take such proceedings as may seem to him expedient;

(b) power to sell or otherwise dispose of the property of the company by public auction orprivate contract;

(c) power to borrow money and grant security therefor over the property of the company;

(d) power to appoint a solicitor or accountant or other professionally qualified person toassist him in the performance of his functions;

(e) power to bring or defend any action or other legal proceedings in the name and on behalf ofthe company;

(f) power to refer to arbitration any question affecting the company;

(g) power to effect and maintain insurances in respect of the business and property of thecompany;

(h) power to use the company's seal;

(i) power to do all acts and to execute in the name and on behalf of the company any deed,receipt or other document;

(j) power to draw, accept, make and endorse any bill of exchange or promissory note in the nameand on behalf of the company;

(k) power to appoint any agent to do any business which he is unable to do himself or which canmore conveniently be done by an agent and power to employ and dismiss employees;

(l) power to do all such things (including the carrying out of works) as may be necessary forthe realisation of the property of the company;


(m) power to make any payment which is necessary or incidental to the performance of hisfunctions;

(n) power to carry on the business of the company;

(o) power to establish subsidiaries of the company;

(p) power to transfer to subsidiaries of the company the whole or any part of the business andproperty of the company;

(q) power to grant or accept a surrender of a lease or tenancy of any of the property of thecompany, and to take a lease or tenancy of any property required or convenient for the businessof the company;

(r) power to make any arrangement or compromise on behalf of the company;

(s) power to call up any uncalled capital of the company;

(t) power to rank and claim in the bankruptcy, insolvency, sequestration or liquidation of anyperson indebted to the company and to receive dividends, and to accede to trust deeds for thecreditors of any such person;

(u) power to make or defend an application for the winding up of a company;

(v) power to do all other things incidental to the exercise of the foregoing powers.

PART I PRELIMINARY COMPANIES ACT -...

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